Zhongsheng Pharmaceutical: Working Rules for Special Meetings of Independent Directors (Revised in December 2025)
Securities Code: 002317 Working Rules for Special Meetings of Independent Directors
Guangdong Zhongsheng Pharmaceutical Co., Ltd.
Working rules for special meetings of independent directors
(Revised in December 2025)
Article 1 In order to standardize the deliberations and decision-making procedures of special meetings of independent directors, and promote and ensure the effective performance of duties by independent directors, these working rules are specially formulated in accordance with the provisions of the "Administrative Measures for Independent Directors of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies" and the "Articles of Association of Guangdong Zhongsheng Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") and in combination with the actual situation of the company.
Article 2 Special meetings of independent directors refer to meetings attended by all independent directors of the company.
Article 3 Special meetings of independent directors shall be held from time to time according to actual needs. Half or more of the independent directors propose to convene a special meeting of independent directors.
Article 4 Special meetings of independent directors can be held through on-site meetings (including video and telephone participation), communication methods, or a combination of on-site and communication methods.
Article 5 Special meetings of independent directors can only be held if half or more of the independent directors are present.
Article 6 A special meeting of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
Article 7 Special meetings of independent directors shall, in principle, be notified to all independent directors 3 days before the meeting, and may be convened urgently if necessary.
Article 8 In principle, independent directors should attend special meetings of independent directors in person and express clear opinions on matters under review. If he is unable to attend the meeting in person for some reason, the independent director shall review the meeting materials in advance, form a clear opinion, and authorize other independent directors in writing to attend on his behalf. If an independent director entrusts other independent directors to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the convener. The power of attorney should be in
Securities code: 002317 The working details of the special meeting of independent directors shall be submitted to the convener before voting at the meeting.
Article 9 In a special meeting of independent directors, each independent director has one vote. The voting method of the meeting is a show of hands or a vote.
Article 10 The following matters shall be discussed at a special meeting of the company’s independent directors and approved by more than half of all independent directors before they can be submitted to the board of directors for review:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The company is acquired, the board of directors’ decisions and measures taken regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, China Securities Regulatory Commission, stock exchanges and the Articles of Association and that the independent directors believe need to be explored and discussed.
Article 11 Before independent directors exercise the following special powers, they must be reviewed by a special meeting of the company’s independent directors:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
(3) Propose to convene a board meeting.
If independent directors exercise their powers in paragraph 1, the company shall promptly disclose it. If the above powers cannot be exercised normally, the company shall disclose the specific circumstances and reasons.
Article 12 The special meeting of independent directors can study and discuss other matters of the company as needed.
Article 13 Independent directors should express clear opinions. The types of opinions include agreed opinions, reserved opinions and their reasons, objections and their reasons, inability to express opinions and their obstacles. The opinions expressed should be clear and clear. If any reservations, objections or inability to express an opinion on matters under consideration are made, the relevant independent directors shall clearly state the reasons and record them in the minutes of the special meeting of independent directors.
Article 14 Minutes of special meetings of independent directors shall be made in accordance with regulations, and the independent directors attending the meeting shall sign on the minutes. Meeting minutes should be true, accurate and complete, and fully reflect the opinions of independent directors on the matters under review.
Securities Code: 002317 Working Rules for Special Meetings of Independent Directors
Article 15 The company shall provide convenience and support for the holding of special meetings of independent directors, designate the office of the board of directors to assist in convening the meeting and be responsible for meeting minutes.
Article 16 The meeting files of special meetings of independent directors, including meeting notices, meeting materials, meeting minutes, etc., shall be kept by the company's board of directors office for a period of 10 years.
Article 17 If any matter is not covered in these detailed rules or conflicts with relevant laws, administrative regulations, other normative documents and the "Articles of Association", the relevant provisions of national laws, administrative regulations, other normative documents and the "Articles of Association" shall prevail.
Article 18 The company’s board of directors is responsible for interpreting these detailed rules.
Article 19 These detailed rules shall take effect from the date they are reviewed and approved by the company's board of directors, and the same shall apply when revised.
Board of Directors of Guangdong Zhongsheng Pharmaceutical Co., Ltd.
December 11, 2025