China Resources Double Crane's "Rules of Procedure for the Board of Directors" (revised at the 15th meeting of the 10th Board of Directors on December 2, 2025, to be reported to the shareholders' meeting for review and approval)
China Resources Shuanghe Pharmaceutical Co., Ltd.
Board of Directors Rules of Procedure
(Amended by the 15th meeting of the 10th board of directors on December 2, 2025,
To be reported to the shareholders’ meeting for review and approval)
Article 1 Purpose and Basis
In order to further standardize the discussion methods and decision-making procedures of the Board of Directors of China Resources Shuanghe Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), urge the directors and the Board of Directors to effectively perform their duties, improve the corporate governance structure, and improve the standard operation and scientific decision-making level of the Board of Directors, in accordance with the "Companies of the People's Republic of China" Law (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China and other relevant laws and regulations, as well as the "Code of Corporate Governance for Listed Companies", the Shanghai Stock Exchange Stock Listing Rules (hereinafter collectively referred to as the "Normative Documents") and the company's Articles of Association, these rules of procedure are specially formulated.
Article 2 General Provisions
The board of directors is responsible to the shareholders' meeting. Perform stipulated duties in accordance with the authority stipulated in normative documents, the company's Articles of Association and these rules of procedure.
The board of directors establishes an audit and risk management committee to exercise the powers of the board of supervisors stipulated in the Company Law. The Audit and Risk Management Committee shall consist of five directors who do not hold senior management positions in the company, of which the majority shall be independent directors. Employee representatives who are members of the company's board of directors can become members of the audit and risk management committee. The convener of the audit and risk management committee shall be an independent director and an accounting professional.
The board of directors establishes other special committees such as Strategy Committee, Nomination and Corporate Governance Committee, Remuneration and Appraisal Committee as needed. Other special committees are responsible to the board of directors and perform their duties in accordance with the company's Articles of Association and the authorization of the board of directors. Proposals must be submitted to the board of directors for review and decision. The members of other special committees are all composed of directors. Among them, the nomination and corporate governance committee and the remuneration and assessment committee should have more than half of the independent directors and serve as the convener. If the relevant competent departments of the State Council have other provisions on the convener of the special committee, such provisions shall prevail.
Article 3 Secretary of the Board of Directors and Securities Affairs Representative
The company has a secretary to the board of directors, who performs his duties in accordance with normative documents, the company's Articles of Association, these rules of procedure and other relevant rules and regulations of the company. The secretary of the board of directors is a senior manager of the company, nominated by the chairman of the board of directors and appointed by the board of directors.
The company has a securities affairs representative who assists the secretary of the board of directors in carrying out his work in accordance with normative documents, the company's Articles of Association, these rules of procedure and other relevant company rules and regulations. Securities affairs representatives are nominated by the secretary of the board of directors and appointed by the board of directors.
Article 4 Office of the Board of Directors
The Board of Directors has an office, which is the permanent working body of the Board of Directors. It is responsible for collecting, sorting, screening, analyzing and synthesizing the information required for the Board of Directors’ decision-making, preparing relevant reports and information in accordance with the requirements of the Board of Directors, the Chairman, special committees, independent directors and the Secretary of the Board of Directors, and assisting the above-mentioned institutions and personnel in carrying out various tasks.
The secretary of the board of directors keeps the seal of the board of directors. The secretary of the board of directors may designate securities affairs representatives and other relevant personnel to assist him in handling daily affairs.
Article 5 Powers of the Board of Directors
The board of directors shall exercise its powers within the scope stipulated in the Company Law and the company's Articles of Association, including but not limited to:
(1) Medium and long-term development decision-making power, including formulating medium- and long-term development plans, formulating annual investment plans and cultivating new business areas;
(2) The right to select and hire management members, including formulating work plans for manager selection, steadily carrying out manager selection work, and implementing term systems and contractual management, and embodying basic principles such as scientifically determining contract objectives, standardizing term management, and strictly evaluating exits in the terms of senior managers;
(3) The right to evaluate the performance of management members, including formulating operating performance evaluation methods, signing annual and term operating performance responsibility letters, and scientifically and reasonably determining the performance evaluation results of management members;
(4) The right to manage the remuneration of management members, including formulating remuneration management methods, formulating remuneration distribution plans and establishing and improving constraint mechanisms;
(5) Employee salary distribution management rights, including formulating total salary management measures, clarifying the total salary decision mechanism, dynamically monitoring the implementation of employee salary-related indicators, and coordinating and promoting the reform of the company's internal income distribution system;
(6) The right to manage major financial matters, including formulating a guarantee management system, formulating a liability management system and formulating an external donation management system.
In addition to exercising the above powers, the board of directors also needs to perform the following duties: review and approve the basic compliance management system, system construction plan and annual report, study and decide on major compliance management matters, promote the improvement of the compliance management system and evaluate its effectiveness, and decide on the establishment and responsibilities of the compliance management department.
Article 6 Board of Directors Work Report
At the annual shareholders' meeting, the board of directors shall read out a work report of the board of directors, which shall at least include the implementation of all matters resolved by the shareholders' meeting since the previous annual shareholders' meeting that should be handled by the board of directors.
Article 7 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Other powers granted by the board of directors.
Article 8 Meeting Types
The board of directors shall hold at least four regular meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing ten days before the meeting.
The notification method of the extraordinary board meeting is: written, email or telephone notification, and the notification time limit is: three days before the meeting; however, in case of special circumstances, immediate notification should be given and the meeting should be held in a timely manner.
Article 9 Extraordinary Meeting
Under any of the following circumstances, the board of directors shall convene an extraordinary meeting:
(1) When proposed by shareholders representing more than one-tenth of the voting rights;
(2) When more than one-third of the directors jointly propose the proposal;
(3) When proposed by the Audit and Risk Management Committee;
(4) When more than one-half of the independent directors propose;
(5) Other circumstances stipulated in the company's Articles of Association.
Article 10 Proposal for Extraordinary Meeting
If a proposal is made to convene an extraordinary meeting of the board of directors in accordance with the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the securities affairs management department or directly to the chairman of the board of directors.
The chairman of the board of directors shall convene and preside over a board meeting within ten days after receiving the proposal.
Article 11 Meeting Notice
The meeting notice should at least include the following content:
(1) Meeting date and location;
(2) Meeting deadline;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 12 Changes in Meeting Notice
After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel meeting proposals, a change notice shall be issued three days before the original date of the meeting, explaining the situation and the relevant content of the new proposal and related materials. If it is less than three days, the meeting date shall be postponed accordingly or be held as scheduled only after obtaining the approval of all directors present.
After the notice of the extraordinary meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel meeting proposals, the approval of all directors attending the meeting must be obtained in advance and corresponding records must be made.
Article 13 Convening and hosting meetings
Board meetings are convened and chaired by the Chairman. If the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 14 Convening of meetings
Board meetings must be held on site in principle and must be attended by more than half of the directors. When necessary, on the premise of ensuring that directors can fully express their opinions, voting can also be held through video, telephone or email voting. Board meetings can also be held in person and simultaneously with other methods.
If it is not held on-site, the number of directors attending the meeting will be calculated based on the directors present on video, the directors who expressed opinions in the conference call, the actual receipt of valid votes such as emails within the specified period, or the original written confirmation letter submitted by the director afterwards that he or she has attended the meeting.
The secretary of the board of directors shall attend the board of directors meetings, and the president (manager, the same below) shall attend the board of directors meetings as a non-voting delegate. If matters under consideration by the board of directors involve legal issues, the general counsel should attend the meeting and provide legal opinions. If the meeting host deems it necessary, he may notify other relevant personnel to attend the board meeting. Non-voting persons may speak on matters decided by the board of directors with the consent of the chairperson of the board of directors meeting, but they do not have the right to vote.
Article 15 Meeting Attendance
Directors shall attend the meeting in person. If they are unable to attend the board of directors meeting in person for any reason, they shall carefully choose and entrust another director in writing to attend on their behalf. The power of attorney shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. Directors who fail to attend the meeting or entrust a representative to attend the meeting shall be deemed to have given up their right to vote at the meeting.
Article 16 Restrictions on entrustment
A director may not accept the entrustment of more than two directors to attend the meeting on his behalf at one board meeting, and an independent director may not entrust a non-independent director to attend the meeting on his behalf. When voting matters are involved, the principal shall clearly state in the letter of authorization whether he agrees, opposes or abstains from voting on each matter. Directors shall not make or accept entrustments without voting intention, full powers or entrustments with unclear scope of authorization.
When reviewing related party transactions, non-related directors shall not entrust related directors to attend the meeting on their behalf.
Directors' responsibilities for voting matters will not be relieved by entrusting other directors to attend.
Article 17: Expression of opinions and deliberation at the meeting
Directors have the full right to speak and express clear opinions on each proposal under consideration. In particular, the special committee of the board of directors related to the proposal should be able to fully explain its research, discussion and demonstration of the proposal to the meeting.
For proposals that require prior written approval by independent directors according to regulations, the host of the meeting shall designate an independent director to read out the written approval reached by the independent directors before discussing the relevant proposal.
Directors may obtain the information necessary for decision-making from the convener of the meeting, the president and other senior managers, various special committees, relevant accounting firms, law firms and other persons and institutions before the meeting. They may also suggest to the host during the meeting that representatives of the above-mentioned persons and institutions attend the meeting to explain the relevant situation.
Directors should express clear discussion opinions on the matters to be decided and record them in the book before voting.
Article 18 Meeting Voting
Voting at the board of directors meeting is based on one person, one vote. Directors attending the meeting on-site shall vote by a show of hands. Directors who do not attend the meeting on-site or the board of directors who are not held on-site shall vote by email or other methods.
Directors' voting intentions are divided into consent, opposition and abstention. Directors attending the meeting shall choose one of the above-mentioned intentions. If they fail to make a choice or choose more than two intentions at the same time, the host of the meeting shall ask the director concerned to make a new choice. Those who refuse to make a choice shall be deemed to have abstained; those who leave the meeting midway without returning without making a choice shall be deemed to have abstained.
In addition to the provisions of laws, administrative regulations and the company's Articles of Association, the board of directors must obtain the consent of more directors when forming a resolution. The resolution made by the board of directors must be passed by more than half of all directors.
Article 19 Statistics of voting results
After the voting of the participating directors is completed, the staff should collect the votes of the directors in a timely manner and submit them to the secretary of the board of directors for statistics under the supervision of independent directors.
If a board meeting is held on-site, the host shall announce the statistical results on the spot. In other cases, the moderator shall require the board secretary to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If directors vote after the presiding officer of the meeting announces the voting results or after the prescribed voting time limit has expired, their voting results will not be counted.
Article 20 Directors abstain from voting
In the following circumstances, directors shall abstain from voting on relevant proposals:
(1) The "Shanghai Stock Exchange Stock Listing Rules" stipulates that directors should recuse themselves;
(2) Circumstances in which the director himself believes that he should recuse himself;
(3) Other circumstances stipulated in the company's Articles of Association that require directors to recuse themselves because they are related to the company involved in the meeting proposal.
In the event that a director abstains from voting, the relevant board meeting can be held with the attendance of more than half of the unrelated directors, and the resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the meeting is less than three, the relevant proposal shall not be voted on, but the matter shall be submitted to the shareholders' meeting for review.
Article 21 Signing of resolutions
The resolutions of the board of directors meeting shall be signed by the director himself or his agent. Directors' signatures on resolutions shall not be accompanied by any descriptive text.
If there is a need for independent directors to express special opinions, the board resolutions shall separately record the opinions of the independent directors; if the independent directors have different opinions, their respective opinions shall be recorded separately. For matters that require disclosure, the opinions of independent directors shall be disclosed separately.
Article 22 Meeting Minutes
The secretary of the board of directors is responsible for the minutes of board meetings, and the minutes should record the following:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
The directors, board secretary and record-keeper who attended the meeting shall sign and confirm the meeting minutes. If directors have different opinions on the meeting minutes, they may make written explanations when signing. When necessary, it should be reported to the regulatory authorities in a timely manner, and a public statement can also be made.
If a director fails to sign for confirmation as specified in the preceding paragraph, or fails to provide a written explanation of his or her dissent, or to report to the regulatory authorities or make a public statement, he shall be deemed to have fully agreed with the contents of the meeting minutes.
Directors have the right to request that some explanatory record of their speeches at the meeting be added to the minutes.
Article 23 Announcement and execution of resolutions
Announcement of board resolutions shall be handled by the board secretary in accordance with the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules. Before the announcement of the resolution is disclosed, the directors present at the meeting, meeting attendees, record-keeping and service personnel, etc. have the obligation to keep the content of the resolution confidential.
The chairman of the board of directors should urge relevant personnel to implement board resolutions, inspect the implementation of resolutions, and report the implementation of resolutions at subsequent board meetings.
Article 24 Directors’ Responsibilities
Directors shall be responsible for the resolutions of the board of directors. When a board resolution violates laws, administrative regulations, the company's Articles of Association, or shareholders' meeting resolutions, causing serious losses to the company, the directors who participated in the resolution shall be liable to the company for compensation. However, if it is proved that the director expressed his dissent during the voting and recorded it in the minutes of the meeting, the director may be exempted from liability.
Article 25 Preservation of meeting files
Board meeting files, including meeting notices and materials, power of attorney for directors to attend on their behalf, meeting recording materials, voting votes, meeting minutes signed and confirmed by participating directors, resolution announcements, etc., are kept by the secretary of the board of directors. The minutes of board meetings shall be kept as company archives for no less than ten years.
Article 26 Response to emergencies
In the event of an emergency and failure to take immediate response measures will cause the company to suffer heavy losses, the chairman of the board of directors has the right to take immediate emergency measures and carry out special disposal of company affairs that is in compliance with legal provisions and the interests of the company. After the above special disposal measures are taken, the chairman of the board of directors shall promptly report to the board of directors and the shareholders' meeting in writing and explain the emergency measures taken.
The above-mentioned powers of the Chairman shall not be delegated to other persons. The responsibility of the chairman of the board to exercise the above rights shall be borne independently by the chairman of the board of directors.
Article 27 Supplementary Provisions
As an attachment to the company's Articles of Association, these Rules of Procedure shall be approved by the Board of Directors and submitted to the Shareholders' Meeting for approval, and will officially take effect from the date of approval by the Shareholders' Meeting.
In these rules of procedure, "above" and "within" include the original number; "less than", "over", "exceeding" and "less than" do not include the original number.
The Board of Directors of the Company is responsible for the interpretation of these Rules of Procedure.
If these rules of procedure conflict with normative documents or the company's Articles of Association, the provisions of the normative documents or the company's Articles of Association shall prevail.