Working system for special meetings of independent directors of Harbin Pharmaceutical Group Co., Ltd. (revised in September 2025)
Harbin Pharmaceutical Group Co., Ltd.
Working system for special meetings of independent directors
Article 1 In order to further improve the legal person governance of Harbin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), give full play to the functions of independent directors in decision-making, supervision and checks and balances, and professional consulting on the board of directors, protect the interests of small and medium-sized shareholders and stakeholders, and promote the company's standardized operations, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Independent Directors of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange, and the Guidelines for Self-Discipline Supervision of Listed Companies of the Shanghai Stock Exchange No. 1 No. - Standardized Operations", "Articles of Association of Harbin Pharmaceutical Group Co., Ltd." (hereinafter referred to as "Articles of Association") and other relevant laws, regulations and normative documents, this system is formulated.
Article 2 Special meetings of independent directors refer to meetings attended by all independent directors of the company.
Independent directors refer to directors who do not hold other positions in listed companies other than directors and have no direct or indirect interest relationship with the company, its major shareholders or actual controllers, or other relationships that may affect their independent and objective judgment.
Independent directors shall perform their duties independently and shall not be influenced by the company, its major shareholders, actual controllers and other units or individuals.
Article 3 Independent directors have a duty of loyalty and diligence to the company and all shareholders, and shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), the Shanghai Stock Exchange and the Articles of Association, and play the role of participation in decision-making, supervision and checks and balances, and professional consultation in the board of directors, special committees of the board of directors and special meetings of independent directors, safeguard the overall interests of the listed company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 4 The company shall convene special meetings of independent directors on a regular or irregular basis. In principle, it shall notify all independent directors and provide relevant materials and information five days before the meeting. If the situation is urgent and a special meeting of independent directors needs to be convened as soon as possible, the aforementioned notice period requirement may be waived with the unanimous consent of all independent directors and an explanation at the meeting.
Article 5 Special meetings of independent directors shall in principle be held in the form of on-site meetings. They may also be held through communication methods such as video, telephone, fax or e-mail voting, but the host of the meeting shall explain the specific circumstances; the meeting may also be held simultaneously on-site and through communication methods.
Article 6 Special meetings of independent directors must be attended by more than half of the independent directors. Independent directors shall attend special meetings of independent directors in person. If they are unable to attend the meeting in person for any reason, they shall review the meeting materials in advance, form clear opinions, and entrust other independent directors in writing to attend on their behalf. If the relevant independent directors should stop performing their duties but do not stop performing their duties, or should be dismissed but have not been dismissed, and attend and vote at the special meeting of independent directors, their votes will be invalid and will not be counted in the number of attendees.
Article 7 A special meeting of independent directors shall be convened and presided over 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 preside over the meeting by nominating a representative.
Article 8 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 being 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 decisions made and measures taken by the company’s board of directors regarding the acquisition of the company;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
Article 9 Only after deliberation at a special meeting of the company’s independent directors and the approval of more than half of all independent directors, the independent directors may exercise the following special powers:
(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 the first paragraph above, the company shall disclose it in a timely manner. If the above powers cannot be exercised normally, the company shall disclose the specific circumstances and reasons.
Article 10 The special meeting of independent directors can study and discuss other matters of the company as needed.
Article 11 Minutes of special meetings of independent directors shall be produced, mainly including the following contents:
(1) Basic information on the matters discussed;
(2) The basis for expressing opinions, including the procedures performed, documents verified, contents of on-site inspections, etc.;
(3) The legality and compliance of the matters discussed;
(4) The impact on the rights and interests of the company and small and medium-sized shareholders, possible risks, and whether the measures taken by the company are effective;
(5) Concluding opinions issued.
Meeting minutes should be true, accurate and complete, fully reflecting the opinions of independent directors on the matters under review, and independent directors should sign and confirm the meeting minutes. Minutes of special meetings of independent directors shall be kept for at least ten years.
Article 12 Independent directors should express opinions in special meetings. The types of opinions include agreement, reserved opinions and their reasons, objections and their reasons, and inability to express opinions and their obstacles. The opinions expressed should be clear and clear.
Article 13 The company shall ensure the convening of special meetings of independent directors and provide necessary working conditions. The company should ensure that independent directors provide information on the company's operations before convening special meetings, and organize or cooperate with on-site inspections and other work. The company shall provide necessary working conditions and personnel support for independent directors to perform their duties, and designate specialized departments and personnel such as the board of directors' office and board secretary to assist in convening special meetings of independent directors. The company shall bear the expenses required for independent directors to hire professional institutions for special meetings and to exercise other powers.
Article 14 All independent directors attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Article 15 Matters not covered by this system shall be implemented in accordance with relevant national laws and regulations, normative documents, the Articles of Association and other relevant provisions; if this system conflicts with laws and regulations, normative documents promulgated by the country in the future or the Articles of Association and other relevant provisions that have been modified through legal procedures, the relevant provisions of the relevant national laws and regulations, normative documents, the Articles of Association and other relevant provisions shall be implemented, and shall be revised immediately and submitted to the board of directors for review and approval.
Article 16 Unless otherwise specified, the term "above" in these rules includes the original number; the term "over" does not include the original number.
Article 17 The company's board of directors is responsible for formulating and interpreting this system. This system shall take effect and be implemented from the date of passing the resolution of the company's board of directors.
Board of Directors of Harbin Pharmaceutical Group Co., Ltd.
September 26, 2025