Rules of Procedure for the Board of Directors of Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd. (revised in November 2025)
Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd.
Board of Directors Rules of Procedure
Chapter 1 General Provisions
Article 1 In order to standardize the proceedings and decision-making procedures of the board of directors of Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), improve the work efficiency and scientific decision-making level of the board of directors, and ensure the smooth progress of the company's operations and management, these rules are formulated in accordance with relevant national laws, administrative regulations and the "Articles of Association of Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in combination with the actual situation of the company.
Article 2 The company's board of directors is elected by the shareholders' meeting and is responsible to the shareholders' meeting. The board of directors is the decision-making body for the company's operation and management, safeguards the interests of the company and all shareholders, and is responsible for decision-making on the company's development goals and major operating activities.
The Board of Directors has a Board of Directors Office to handle the daily affairs of the Board of Directors.
The secretary of the board of directors or the securities affairs representative shall also serve as the person in charge of the office of the board of directors and shall keep the seals of the board of directors and the office of the board of directors.
Article 3 Board of Directors meetings are divided into regular meetings and extraordinary meetings. The Board of Directors shall hold at least two regular meetings every year, convened by the Chairman. In accordance with relevant national laws, administrative regulations, the Articles of Association and the relevant provisions of these Rules, extraordinary meetings of the Board of Directors may be convened.
Article 4 The board of directors shall consist of 9-11 directors (subject to the actual directors), including four independent directors, one employee representative director, and a chairman.
Chapter 2 Powers of the Board of Directors
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Article 5 According to the relevant provisions of Article 117 of the Articles of Association, the Board of Directors mainly exercises the following powers:
(1) Decide to convene a shareholders’ meeting on its own initiative or based on the proposals of independent directors, the audit committee, and shareholders who individually or collectively hold more than 10% of the company’s shares, and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(6) Formulate plans for major acquisitions of the company, acquisition of company stocks, mergers, divisions, dissolutions and changes in company form;
(7) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc. within the scope authorized by the shareholders’ meeting;
(8) Decide on the establishment of the company’s internal management organization;
(9) Decide on the appointment or dismissal of the general manager, secretary of the board of directors, and securities affairs representative; appoint or dismiss the company’s deputy general manager, financial controller, chief accountant, chief economist, chief engineer, chief auditor and other senior management personnel based on the nomination of the general manager, and decide on their remuneration matters, rewards and punishments;
(10) Formulate the company’s basic management system;
(11) Formulate a plan to amend the Articles of Association;
(12) Management company information disclosure matters;
(13) Request to the shareholders’ meeting to hire or perform an accounting firm to audit the company;
(14) Listen to the general manager’s work report and inspect the general manager’s work;
(15) Responsible for the establishment, improvement and effective implementation of the company’s internal controls;
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(16) Other powers granted by laws, administrative regulations, departmental rules or the Articles of Association and the shareholders' meeting.
Article 6 The board of directors shall determine the authority for external investment, acquisition and sale of assets, provision of guarantees and other transaction matters in accordance with the following principles, and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.
In addition to transactions that should be reviewed by the shareholders' meeting in accordance with the Articles of Association, the following transactions are reviewed by the board of directors:
(1) The following transactions of the company (except for the provision of guarantees, financial assistance, receiving cash assets as gifts, obtaining debt relief and other transactions that do not involve payment of consideration and are not accompanied by any obligations):
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets, and do not meet the standards stipulated in Article 52 of the Articles of Association;
The transaction amount (including debts and expenses assumed) accounts for more than 10% of the company's latest audited net assets, and does not meet the standards stipulated in Article 52 of the Articles of Association;
The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and does not meet the standards stipulated in Article 52 of the Articles of Association;
The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited operating income in the most recent fiscal year, and does not meet the standards stipulated in Article 52 of the Articles of Association;
The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited net profit in the most recent fiscal year, and does not meet the requirements of the Articles of Association
Article 52 stipulates standard matters;
- The net assets involved in the transaction target (such as equity) (both book value and valuation
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Valuation, whichever is higher) accounts for more than 10% of the company's latest audited net assets and does not meet the standards stipulated in Article 52 of the Articles of Association.
If the data involved in the above indicators are negative, the absolute value is used for calculation.
The above-mentioned transactions of the company include the following matters:
Purchase or sell assets;
External investment (including entrusted financial management, investment in subsidiaries, etc.);
Provide financial assistance (including interest or interest-free loans, entrusted loans, etc.);
Provide guarantees (including guarantees for holding subsidiaries, etc.);
Lease or lease assets;
Entrust or entrust management of assets and business;
Donate or receive donated assets;
Creditor's rights and debt restructuring;
Sign a license agreement;
Transfer or transfer of research and development projects;
Waiver of rights (including waiving the right of first refusal, the right to first subscribe for capital contribution, etc.);
Other transactions recognized by the stock exchange.
The above-mentioned purchase or sale of assets does not include the purchase or sale of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operations, but the purchase or sale of such assets involved in asset replacement is still included.
(2) Related transactions between the company and related natural persons with a transaction amount of more than 300,000 yuan (excluding guarantees provided by the company), and matters that do not meet the standards stipulated in Article 50 of the Articles of Association; related transactions between the company and related legal persons with a transaction amount of more than 3 million yuan, and accounting for more than 0.5% of the absolute value of the company's latest audited net assets (except for guarantees provided by the company), and matters that do not meet the standards stipulated in Article 50, Item (13) of the Articles of Association.
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The company shall not directly or indirectly provide loans to related parties, except for providing financial assistance to related joint-stock companies that are not controlled by the company's controlling shareholder or actual controller, and other shareholders of the joint-stock company provide financial assistance with the same conditions in proportion to their capital contribution. If the company provides financial assistance to the above-mentioned related-shareholding companies, it must be reviewed and approved by more than half of all non-related directors, and more than two-thirds of the non-related directors attending the board meeting, and submitted to the shareholders' meeting for review.
If the amount of transactions between the company and related parties reaches the shareholders' meeting review standards stipulated in the Articles of Association, it is also required to provide an audit or evaluation report on the transaction subject issued by a securities service agency that meets the requirements of the Securities Law. The transaction objects involved in related-party transactions related to daily operations do not need to be audited or evaluated.
If a company and a related party jointly contribute capital to establish a company, the company's capital contribution shall be used as the transaction amount.
(3) The external guarantees stipulated in Article 51 of the Articles of Association that should be approved by the shareholders' meeting must be reviewed and approved by the board of directors and then submitted to the shareholders' meeting for approval; the board of directors decides on other external guarantee matters other than those approved by the shareholders' meeting. When the board of directors considers external guarantee matters, in addition to being reviewed and approved by more than half of all directors, it must also be reviewed and approved by more than two-thirds of the directors attending the board meeting.
The matters within the scope of the above-mentioned board of directors' authority, if required by laws, regulations and normative documents, must be submitted to the shareholders' meeting for review and approval, and must be implemented in accordance with the provisions of laws, regulations and normative documents.
Article 7 Any "financial assistance" transaction that occurs in a company must be reviewed and approved by more than half of all directors, and must also be reviewed and approved by more than two-thirds of the directors attending the board meeting, and disclosed in a timely manner.
If a financial assistance matter falls under any of the following circumstances, it shall also be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors:
- The amount of a single financial assistance exceeds 10% of the company’s latest audited net assets;
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The latest financial statement data of the funded object shows that the asset-liability ratio exceeds 70%;
The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
The stock exchange or other circumstances stipulated in the Articles of Association.
If the funding object is a controlled subsidiary within the scope of the company's consolidated statements, and the other shareholders of the controlled subsidiary do not include the company's controlling shareholder, actual controller and its related parties, the provisions of the preceding two paragraphs may be exempted from application.
Article 8 If a company engages in entrusted financial management and it is difficult to perform the review procedures and disclosure obligations for each investment transaction due to the frequency of transactions, timeliness requirements, etc., it can make reasonable estimates of the investment scope, amount, and period, etc., and calculate the proportion of net assets based on the amount, and the standards for transaction matters that need to be reviewed by the board of directors in this article shall apply.
The usage period of the relevant quota should not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount reinvested in the income from the aforementioned investment) should not exceed the investment quota.
When a company conducts transactions other than "providing guarantees", "providing financial assistance", "entrusting financial management", etc., it shall calculate the related transactions under the same transaction category on a cumulative basis within 12 consecutive months.
If the transaction that occurs meets the standards for review by the shareholders' meeting stipulated in the Articles of Association, and if the transaction target is the company's equity, the company shall provide an accounting firm that meets the requirements of the Securities Law and issue an audit report on the financial accounting report of the transaction target for the most recent year and period in accordance with the Accounting Standards for Business Enterprises. The audit opinion shall be a standard unqualified opinion. The audit deadline shall not exceed 6 months from the date of the shareholders' meeting to review the transaction. months; if the transaction target is non-cash assets other than equity, the company shall provide a valuation report issued by an asset valuation firm that meets the requirements of the Securities Law. The valuation base date shall not be more than one year from the date of the shareholders' meeting to review the transaction.
When the board of directors considers guarantee matters within the decision-making authority of the board of directors, the resolutions made shall
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In addition to the approval of more than half of all directors, it must also be approved by more than two-thirds of the directors attending the board of directors meeting. If the decision-making authority of the board of directors is exceeded, it must be reported to the shareholders' meeting for review and approval.
The company's guaranteed objects should be the company's wholly-owned subsidiaries, controlled subsidiaries that hold more than 50% of the shares, and companies that hold less than 50% of the shares but can actually control them.
The board of directors shall further examine the credit status of guaranteed objects that meet the standards in the preceding paragraph, and shall not provide guarantees to guaranteed objects who have one of the following circumstances or who provide insufficient information:
(1) Does not comply with national laws, administrative regulations or national industrial policies;
(2) Providing false information to defraud the company's guarantee;
(3) The company's previous guarantee for it resulted in overdue bank loans and interest arrears; (4) The business situation has deteriorated and the credit is bad.
Chapter 3 Authority of the Chairman
Article 9 According to the relevant provisions of Article 123 of the Articles of Association, the chairman of the board of directors mainly exercises 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) Sign company stocks, corporate bonds and other securities;
(4) Sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(5) Exercise the powers of the legal representative;
(6) In the event of force majeure emergencies such as severe natural disasters, exercise special powers to handle company affairs that are in compliance with legal provisions and the interests of the company, and report to the board of directors and shareholders afterwards;
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(7) Other powers granted by the board of directors.
Chapter 4 Convening and Convening of Board of Directors Meetings
Article 10 The company shall convene a regular meeting of the board of directors. Each meeting shall be notified in writing to all directors ten days before the meeting (excluding the day of the meeting).
Article 11 Before issuing a notice to convene a regular meeting of the board of directors, the secretary of the board of directors shall fully solicit the opinions of all directors, formulate a preliminary proposal for the meeting and submit it to the chairman of the board for formulation. Before formulating a proposal, the chairman of the board of directors shall seek the opinions of senior managers as necessary.
Article 12 Under any of the following circumstances, the chairman of the board of directors shall convene and preside over an extraordinary meeting of the board of directors within ten days after receiving the proposal:
(1) When the chairman deems it necessary;
(2) When shareholders representing more than one-tenth of the voting shares make a proposal;
(3) When more than one-third of the directors propose;
(4) When proposed by more than half of the independent directors;
(5) When proposed by the audit committee;
(6) When required by the securities regulatory authorities;
(7) Proposal from the company’s party committee;
(8) Other circumstances stipulated in the Articles of Association.
Extraordinary meetings of the board of directors shall be notified in writing to all directors three days before the meeting (excluding the day of the meeting). If the situation is urgent and an extraordinary meeting of the board of directors needs to be convened as soon as possible, the aforementioned notice period may be waived, but the convener shall make an explanation at the meeting and obtain the written consent of all directors.
Article 13 If a proposal is made to convene an extraordinary meeting of the board of directors in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the director's secretary or directly to the chairman of the board of directors. The written proposal should specify the following matters:
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(1) The name of the proposer;
(2) The reasons for the proposal or the objective reasons on which the proposal is based;
(3) Propose the time or time limit, place and method of holding the meeting;
(4) Clear and specific proposals;
(5) Contact information of the proposer and date of proposal, etc.
The content of the proposal should fall within the scope of authority of the board of directors stipulated in the Articles of Association, and materials related to the proposal should be submitted together.
After receiving the above written proposal and relevant materials, the secretary of the board of directors shall forward it to the chairman of the board of directors on the same day. If the chairman of the board of directors believes that the content of the proposal is unclear and the specific or relevant materials are insufficient, he may require the proposer to modify or supplement the proposal.
Article 14 The notification method for the board meeting of the board of directors shall be delivered by hand, telephone, mail (including e-mail) or fax, etc. If the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the notice may be given by telephone or other oral means first, followed by written notice by mail (including email), fax, etc.
Article 15 The notice of board meeting shall include the following contents:
(1) Meeting date and location;
(2) Meeting deadline;
(3) How the meeting is held;
(4) Reasons and issues;
(5) The convener and host of the meeting, the proposer of the extraordinary meeting and his or her written proposal;
(6) The requirement that directors should attend the meeting in person or entrust other directors to attend the meeting on their behalf;
(7) The date of issuing the notice;
(8) Contact person and contact information.
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The notice of the oral meeting should at least include the contents of items (1) and (3) above, as well as a statement that the emergency situation requires convening an extraordinary meeting of the board of directors as soon as possible.
The meeting notice shall be drafted by the secretary of the company's board of directors based on the meeting agenda, and shall be distributed to all directors by the secretary of the board of directors after approval by the chairman of the board.
Article 16 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 the meeting proposals, a written 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 held as scheduled 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 present at the meeting must be obtained in advance and corresponding records must be kept.
Article 17 The company shall ensure that independent directors have the same right to know as other directors. For matters that require decision-making by the board of directors, the company must notify independent directors in advance and provide sufficient information within the statutory time limit; if the independent directors believe that the information is insufficient, they may request supplementary information.
When two or more independent directors believe that the information is incomplete or the argument is insufficient, they may jointly submit a written request to the board of directors to postpone the meeting or postpone the review of the matter, and the board of directors shall adopt it, and the company shall disclose the relevant information in a timely manner.
Article 18 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 19 If the general manager and secretary of the board of directors do not concurrently serve as directors, they shall attend the board of directors meetings. If the meeting host deems it necessary, he may notify other relevant personnel to attend the board meeting.
Article 20 The board meeting shall be attended by the director in person; if the director is unable to attend the meeting for some reason,
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Those who are attending the meeting shall review the meeting materials in advance, form clear opinions, and entrust other directors in writing to attend on their behalf, but shall not entrust anyone other than the current director of the company to attend on their behalf.
The power of attorney should state:
(1) The names of the principal and trustee;
(2) The client’s brief opinions on each proposal;
(3) The scope of authorization of the principal and instructions on the intention to vote on the proposal;
(4) The validity period of the authorization;
(5) The principal’s signature or seal, date, etc.
The entrusted director shall submit a written power of attorney to the host of the meeting and state the entrusted attendance in the meeting attendance book.
Article 21 Directors who attend meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
If the entrusted director cannot attend the board of directors in person and needs to entrust another director, the entrustment must be approved in writing by the original entrusting director. Otherwise, the entrustment will be invalid. The original entrusting director will be deemed to have failed to attend the board of directors, and the corresponding responsibilities shall be borne by the original entrusting director.
Article 22 The following principles shall be followed when entrusting and entrusting persons to attend board meetings:
(1) When reviewing related party transactions, related directors should abstain from voting, and their voting rights will not be counted in the total number of voting rights; non-related directors may not entrust related directors to attend on their behalf, and related directors may not accept the entrustment of non-related directors; directors’ responsibilities for voting matters will not be exempted by entrusting other directors to attend;
(2) Independent directors may not entrust non-independent directors to attend on their behalf, and non-independent directors may not accept entrustment from independent directors;
(3) 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 opinions without voting intention.
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An entrustment, a discretionary entrustment or an entrustment with unclear scope of authorization; a director’s responsibility for voting matters will not be exempted from the entrustment of other directors to attend;
(4) A director may not accept the entrustment of more than two directors to attend the meeting on his or her behalf at a board meeting, nor may a director entrust a director who has accepted the entrustment of two other directors to attend the meeting on his or her behalf.
Article 23 In principle, board meetings shall be held on site. When necessary, on the premise of ensuring that directors can fully express their opinions, and with the consent of the convener (moderator) and proposer, an extraordinary meeting of the board of directors can also be held by video, telephone, fax or email voting. Extraordinary meetings of the board of directors can also be held simultaneously on site and in other ways.
If it is not held on-site, the number of directors attending the meeting will be calculated based on the directors present via video display, the directors attending the meeting via telephone conference, the actual receipt of valid votes such as faxes or emails within the prescribed period, or the written confirmation letters submitted by directors afterwards that they have attended the meeting.
Directors who vote by video, telephone, fax or email shall submit a written confirmation of attendance at the meeting afterwards.
The written confirmation letter should state:
(1) Name of director;
(2) Confirm that they participate in the board of directors meeting and vote by video, telephone, fax or email;
(3) Brief opinions on each proposal;
(4) Intention to vote on each proposal;
(5) Director’s signature, date, etc.
The voting intention stated in the written confirmation letter shall be consistent with the voting intention of the director through video, telephone, fax or email. In case of inconsistency, the latter shall prevail.
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Article 24 The secretary of the company's board of directors is responsible for preparing board meeting documents. Board documents should be sent to all directors before the meeting.
Chapter 5 Board Meeting Proceedings and Voting Procedures
Article 25 A board meeting can only be held if more than half of the directors are present.
Article 26 If a director has a related relationship with an enterprise involved in the matters resolved at the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than four, the matter shall be submitted to the shareholders' meeting for review.
When the board of directors votes on matters of major interest to a director or his spouse or immediate family members, the director shall recuse himself from voting on the resolution and shall not exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the directors other than the director are present, and the matter must be approved by more than half of the directors attending the meeting except the director.
Article 27 When the board of directors convenes a meeting, the chairperson of the meeting shall first announce the topics of the meeting and preside over the proceedings according to the topics of the meeting. The meeting host should preside over the meeting carefully, control the meeting process, save time, and improve the efficiency of discussions and the scientific nature of decision-making.
Article 28 The host of the meeting shall ask the directors attending the board meeting to express clear opinions on each proposal.
If a director obstructs the normal conduct of the meeting or affects the speeches of other directors, the host of the meeting shall stop it promptly.
Except with the unanimous consent of all directors present at the meeting, the board of directors meeting shall not discuss matters not included in the meeting.
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The proposals in the meeting notice are voted on. Directors who accept the entrustment of other directors to attend board meetings on their behalf shall not vote on behalf of other directors on proposals not included in the meeting notice.
Article 29 Directors shall carefully read relevant meeting materials, express opinions independently and prudently on the basis of a full understanding of the situation, and bear responsibility for their own votes.
Directors may obtain the information necessary for decision-making from the secretary of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant persons and institutions before the meeting. They may also suggest to the host during the meeting that representatives of the above persons and institutions be invited to attend the meeting to explain the relevant situation.
Non-director members who attend the meeting as non-voting delegates shall not intervene in the proceedings of the directors and shall not affect the proceedings, voting and resolutions of the meeting.
Article 30 After each proposal has been fully discussed, the moderator shall promptly request the directors present to vote.
Voting at the meeting shall be based on one person, one vote, and shall be conducted by name and in writing.
Directors' voting intentions are classified into agree, oppose and abstain. 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.
Article 31 After the voting of the participating directors is completed, the securities affairs representative and the relevant staff of the board of directors shall 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 an independent director or other directors.
If the meeting is held on-site, the presiding officer of the meeting shall announce the statistical results on the spot; in other cases, the presiding officer of the meeting shall require the secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
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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.
Chapter 6 Board of Directors Meeting Resolutions and Minutes
Article 32 Except for the circumstances specified in Article 25 of these Rules, if the board of directors considers and approves a meeting proposal and forms a relevant resolution, more than half of the company's directors must vote in favor of the proposal. If laws, administrative regulations and the Articles of Association stipulate that the board of directors must obtain the consent of more directors to formulate a resolution, such provisions shall prevail.
If there are conflicts in the content and meaning of different resolutions, the resolution that was formed later shall prevail.
Article 33 The board of directors shall act strictly in accordance with the authorization of the shareholders' meeting and the Articles of Association, and shall not form resolutions beyond its authority.
Article 34 The board of directors shall explain the use plan of the retained undistributed profits in the profit distribution plan.
If there are major changes in the company's external operating environment, or if the existing profit distribution policy affects the company's sustainable operations, the company's board of directors may submit a plan to modify the profit distribution policy to the shareholders' meeting based on changes in the internal and external environment, and the shareholders' meeting will review and vote on it. When the company's board of directors proposes to revise the profit distribution policy, it should take the interests of shareholders as the starting point, pay attention to the protection of the interests of investors, and explain the reasons in detail in the proposal to amend the profit distribution policy submitted to the shareholders' meeting. The revised profit distribution policy must not violate the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. When a company makes annual profits but the board of directors does not make a cash profit distribution plan or the cash dividend proportion of the cash profit distribution plan is less than 30% of the distributable profits realized that year, the reasons should be disclosed in the annual report. If the independent directors believe that the specific cash dividend plan may damage the rights and interests of the listed company or small and medium-sized shareholders, the independent directors have the right to express independent opinions on this.
Article 35 If a proposal is not adopted, the relevant conditions and factors will not cause any major
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In the event of changes, the board meeting shall not consider proposals with the same content within one month.
Article 36 If more than one-half of the participating directors or two or more independent directors believe that the proposal is unclear or unspecific, or that they are unable to make judgments on relevant matters due to insufficient meeting materials or other reasons, the chairperson of the meeting shall request that the meeting suspend voting on the issue.
Directors who propose to suspend voting should set clear requirements for the conditions that should be met for the proposal to be submitted again for review.
Article 37 The board of directors shall keep minutes of its decisions on the matters discussed at the meeting. The minutes shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters discussed. The directors, board secretary and record-keeper who attended the meeting shall sign and confirm the meeting minutes.
Directors attending the meeting shall sign and confirm the meeting minutes and resolutions on their own behalf and on behalf of the directors who entrust them to attend the meeting on their behalf. If directors have different opinions on meeting minutes or resolution records, they may make written explanations when signing. When necessary, it shall report to the securities regulatory authorities in a timely manner and may also make a public statement.
If a director neither signs to confirm in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his or her dissent, or reports to the securities regulatory authorities or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolutions.
Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the Articles of Association, or the resolution of the shareholders' meeting, causing the company to suffer serious losses, 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 38 The resolutions of the board of directors meeting include the following contents:
(1) The date, place and name of the meeting host;
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(2) The number of directors who should be present at the meeting, the actual number of directors present, and the number of authorized delegates;
(3) Explain the contents (or titles) of the proposals reviewed and voted on at the meeting and their voting results;
(4) If there are any proposals that should be submitted to the company’s shareholders’ meeting for review, they should be stated separately;
(5) Other matters that should be explained and recorded in the resolution.
Article 39 The minutes of board of directors meetings shall include the following contents:
(1) Date, place and method of meeting;
(2) Issuance of meeting notices;
(3) Meeting convener and host;
(4) Directors’ attendance in person and on entrustment;
(5) The proposals reviewed at the meeting, the key points and main opinions of each director on relevant matters, and the intention to vote on the proposals;
(6) The voting method and voting results for each proposal (indicate the specific number of votes in favor, against, and abstentions);
(7) Other matters that the directors attending the meeting think should be recorded.
Article 40 Board meetings held on-site or by video, telephone, etc. may be fully recorded as necessary.
Article 41 In addition to meeting minutes, the secretary of the board of directors may also prepare concise minutes of the meeting as necessary, and prepare separate resolution records based on the statistical voting results for the resolutions formed at the meeting.
Article 42 Board meeting files, including meeting notices and materials, meeting sign-in books, power of attorney for directors to attend on their behalf, meeting recording materials, voting votes, meeting minutes signed and confirmed by participating directors, meeting minutes, resolutions, etc., shall be kept by the secretary of the board of directors.
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The retention period of board meeting files is ten years.
Chapter 7 Announcement and Implementation of Board of Directors Meeting Resolutions
Article 43 Announcement of board resolutions shall be handled by the secretary of the board of directors in accordance with the relevant regulations of the stock exchange where the company is listed. Before the announcement of the resolution is disclosed, the participating directors, meeting attendees, record-keeping and service personnel, etc. have the obligation to keep the meeting documents and all contents of the meeting deliberations confidential.
Article 44 The chairman of the board of directors shall urge relevant personnel to implement the resolutions of the board of directors and inspect the implementation of the resolutions.
Chapter 8 Supplementary Provisions
Article 45 Matters not covered in these rules shall be implemented in accordance with relevant national laws, administrative regulations, normative documents, and the Articles of Association and other relevant provisions; if the provisions of these rules conflict with laws and regulations promulgated or revised in the future or the Articles of Association after modification through legal procedures, the provisions of the latter shall apply, and these rules shall be revised in a timely manner.
Article 46 These rules are formulated by the board of directors and are responsible for interpretation by the board of directors. They will take effect after being reviewed and approved by the company's shareholders' meeting. The same applies to amendments.
Zhangzhou Pien Tze Huang Pharmaceutical Co., Ltd. November 19, 2025
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