Tonghua Jinma: Working Rules of the Strategy Committee of the Board of Directors (August 2025)

Tonghua Jinma Pharmaceutical Group Co., Ltd.

Working Rules of the Strategy Committee of the Board of Directors

(Deliberated and approved by the seventh extraordinary meeting of the 11th Board of Directors in 2025 held by the company on August 28, 2025)

Chapter 1 General Provisions

Article 1 In order to meet the strategic development needs of Tonghua Jinma Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), enhance the company's core competitiveness, improve the investment decision-making process, strengthen the scientific nature of decision-making, improve the quality of decision-making, and improve the corporate governance structure, this working system is formulated in accordance with the Company Law of the People's Republic of China, the Code of Governance for Listed Companies, the Articles of Association of Tonghua Jinma Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations.

Article 2 The Strategy Committee of the Board of Directors is a special committee under the Board of Directors and is responsible to the Board of Directors. The main responsibilities are to research and make suggestions on the company's long-term development strategies and major investment decisions.

Chapter 2 Personnel Composition

Article 3 The Strategy Committee consists of three directors.

Article 4 The members of the Strategy Committee shall be elected by the Board of Directors. There is a chairman (convenor) who is responsible for presiding over the work of the committee.

Article 5 The term of office of the Strategy Committee shall be consistent with the term of the Board of Directors. Members may be re-elected upon expiration of their term. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications. The board of directors shall add new members in accordance with the Articles of Association and this system.

Article 6 The Company’s Securities Department is responsible for providing professional support and comprehensive services to the Strategy Committee.

Chapter 3 Responsibilities and Permissions

Article 7 The main responsibilities of the Strategy Committee:

(1) Research and make suggestions on the company’s mid- and long-term development plans, business goals, and business strategies;

(2) Research and make suggestions on the company’s major strategic investments and financing plans;

(3) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the board of directors as stipulated in the Articles of Association;

(4) Conduct research and make suggestions on other major matters affecting the company’s development;

(5) Inspect the implementation of the above matters;

(6) Other matters authorized by the board of directors.

Article 8 The Strategy Committee is responsible to the Board of Directors, and the committee’s proposals are submitted to the Board of Directors for review and decision.

Chapter 4 Rules of Procedure

Article 9 The Strategy Committee holds meetings from time to time. All members shall be notified of matters to be considered at the meeting at least three days in advance. The meeting shall be chaired by the chairman. If the chairman cannot attend, he may entrust another member to preside over the meeting. If the situation is urgent and a meeting needs to be held as soon as possible, the meeting notice can be given by phone or other oral means at any time.

Article 10 A meeting of the Strategy Committee must be held with more than half of the members present. Each member has one vote. Resolutions made at the meeting must be passed by more than half of all members.

Article 11 The voting method of the meeting shall be a show of hands or a vote, and voting by communication may also be adopted.

Article 12 Members of the Strategy Committee must attend meetings in person and express clear opinions on matters under review. If you are unable to attend the meeting in person for some reason, you should review the meeting materials in advance, form clear opinions, and authorize other committee members in writing to attend on your behalf. The power of attorney must specify the scope and duration of the authorization and be signed by the member. Each committee member can accept at most one committee member's entrustment.

Article 13 The strategy committee meeting may invite the company's directors, senior managers and other relevant personnel to attend the meeting. If necessary, the Strategy Committee may hire an intermediary to provide professional advice for its decision-making at the company's expense.

Article 14 When the Strategy Committee meets to discuss issues related to committee members, the parties concerned shall recuse themselves.

Article 15 The convening procedures, voting methods and resolutions passed at the meeting of the Strategy Committee must comply with relevant laws and regulations, the Articles of Association and the provisions of this system.

Article 16 Minutes of meetings of the Strategy Committee shall be prepared. Meeting minutes should include the following:

(1) The session of the meeting and the method, date, location and name of the host;

(2) Attendance at meetings, absences and attendance by proxy;

(3) Names and positions of persons attending the meeting;

(4) Meeting topics;

(5) Key points of speeches by members and relevant non-voting personnel;

(6) Name of person taking minutes of the meeting.

Members attending the meeting shall sign the minutes of the Strategy Committee meeting. Minutes of meetings shall be kept by the secretary of the company's board of directors for a period of not less than ten years.

Article 17 Members attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.

Article 18 The company's operating management is responsible for the preliminary preparations for matters that need to be studied by the Strategy Committee, and collects and provides relevant information.

Chapter 5 Supplementary Provisions

Article 19 Matters not covered in this system shall be implemented in accordance with the relevant national laws, regulations, rules, relevant business rules of the stock exchange and the "Articles of Association"; if this system conflicts with the laws, regulations, rules, relevant business rules of the stock exchange and the "Articles of Association" promulgated by the state in the future, the provisions of the aforementioned normative documents and the "Articles of Association" shall be implemented.

Article 20 The company’s board of directors is responsible for interpreting this system.

Article 21 This system will take effect from the date it is reviewed and approved by the board of directors, and the same applies when it is modified.