Working Rules of the Nomination Committee of the Board of Directors of Harbin Pharmaceutical Group Co., Ltd. (December 2025)
Harbin Pharmaceutical Group Co., Ltd.
Working Rules of the Nomination Committee of the Board of Directors
Chapter 1 General Provisions
Article 1 In order to regulate the selection of senior managers of Harbin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), optimize the composition of the board of directors, and improve the corporate governance structure, 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 Harbin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company has established a Nomination Committee of the Board of Directors and formulated these working rules.
Article 2 The term “senior management personnel” as mentioned in these rules refers to the president, vice president, secretary of the board of directors, financial officer appointed by the board of directors and other senior management personnel designated by the board of directors.
Chapter 2 Personnel Composition
Article 3 The members of the Nomination Committee shall consist of 3 directors, including 2 independent directors.
Article 4 Members of the Nomination Committee shall be nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and shall be elected by the Board of Directors.
Article 5 The Nomination Committee shall have one chairman (convener), who shall be an independent director and shall be responsible for presiding over the work of the committee; the chairman shall be elected among the members and shall be submitted to the board of directors for approval.
Article 6 The term of office of the Nomination Committee shall be consistent with the term of the Board of Directors. Members may be re-elected upon expiration of their term. If any member no longer serves as a director of the company during this period, he will automatically lose his membership qualifications, and the committee will replenish the number of members in accordance with the provisions of Articles 3 to 5 above.
Chapter 3 Responsibilities and Permissions
Article 7 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, giving full consideration to factors such as the composition and professional structure of the Board of Directors. The Nomination Committee selects and reviews candidates for directors and senior managers and their qualifications, and makes recommendations to the Board of Directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers and other personnel appointed by the board of directors;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 8 In order to achieve sustainable and balanced development, when performing relevant duties, the nomination committee may consider the diversity of board members from multiple aspects, including but not limited to gender, age, cultural and educational background, race, professional experience, skills, knowledge and service period, etc. After considering the above relevant factors, the Nomination Committee makes recommendations to the Board of Directors based on their strengths and contributions they can make to the Board.
Article 9 The Nomination Committee shall review the qualifications of the nominated independent directors and formulate clear review opinions. The company shall disclose the Nomination Committee’s review opinions before the shareholders’ meeting to elect independent directors.
Article 10 The Nomination 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 Decision-making Procedure
Article 11 The Nomination Committee shall establish a working office as its daily office and designate the office of the Board of Directors to serve as its daily office. The work office is mainly responsible for collecting, sorting, verifying and providing relevant information about the persons to be nominated, and preparing for the Nomination Committee meeting.
Article 12 The Nomination Committee shall, in accordance with the provisions of relevant laws, regulations and the Articles of Association, and in combination with the actual situation of the Company, study the election conditions, selection procedures and term of office of the Company’s directors and senior managers, formulate a resolution and submit it to the Board of Directors for review and implementation.
Article 13 Procedures for the selection and appointment of directors and senior managers:
(1) The nomination committee should actively communicate fully with the board of directors, relevant departments of the company, and relevant shareholders, conduct an extensive search for candidates for directors and senior managers, and make suggestions for additional personnel within the prescribed time limit in accordance with laws, regulations, and regulatory requirements;
(2) Collect the occupation, academic qualifications, professional titles, detailed work experience, all part-time jobs, and relationships with the company’s controlling shareholders, actual controllers, directors, senior managers and other related parties of the candidates, and form written materials;
(3) Require the nominee to conduct a self-examination based on the "Self-examination Form for Qualifications of Directors and Senior Management Personnel" and provide the nomination committee with supporting documents of his or her basic information (including but not limited to academic qualifications, professional titles, work experience, all part-time jobs, and related relationships with the company's controlling shareholders, actual controllers, directors, senior managers and other related parties), and promise that the supporting documents are true and valid;
(4) Convene a meeting of the Nomination Committee to review the qualifications of the candidates for the preliminary round based on the qualifications of directors and senior managers, and formulate clear review opinions;
(5) Before electing new directors and appointing new senior managers, submit suggestions and relevant materials to the board of directors for director candidates and newly hired senior managers;
(6) Carry out other follow-up work based on the decisions and feedback of the board of directors.
Article 14 The Nomination Committee shall convene a meeting based on the proposals on matters stipulated in Article 7 of these working rules. After discussion at the meeting, a resolution of the Nomination Committee meeting shall be formed, and the reviewed proposals and voting results shall be submitted to the Company's Board of Directors for review in accordance with the authority of the Board of Directors. There are no resolution matters that need to be submitted to the board of directors for consideration. Relevant meeting resolutions are organized and implemented by the company's management.
Chapter 5 Rules of Procedure
Article 15 The Nomination Committee shall convene at any time based on regulatory requirements, company needs and members’ proposals, and all members shall be notified 5 days before the meeting. The meeting shall be convened and presided over by the Chairman. If the Chairman is unable to convene and preside over the meeting, he may entrust another member who serves as an independent director to convene and preside over the meeting. In principle, the company should provide relevant materials and information no later than 3 days before the nomination committee meeting, and the company should keep the above meeting materials for at least 10 years.
If it is necessary to convene a temporary meeting due to an emergency, the advance notification procedure of this article may be waived with the consent of more than two-thirds of all members of the Nomination Committee and an explanation at the meeting. When independent directors pay attention to major company matters within the scope of the Nomination Committee's responsibilities while performing their duties, they may promptly submit them to the Nomination Committee for discussion and review in accordance with the procedures.
Article 16 A meeting of the Nomination Committee can only be held if more than two-thirds of the members (including members who have authorized other members to attend the meeting in writing) are present. Independent directors shall attend the meeting of the Nomination Committee 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 a director who serves as a member of the Nomination Committee should stop performing his duties but does not stop performing his duties or should be removed from his duties as a director but has not been removed, if he attends and votes at the Nomination Committee meeting, his vote will be invalid and will not be counted in the number of attendees.
Any member of the Nomination Committee who has an interest in the matters discussed at the meeting shall recuse himself in advance. If effective deliberation opinions cannot be formed due to the withdrawal of members of the Nomination Committee, relevant matters shall be directly reviewed by the Board of Directors.
Article 17 Each member has one vote, and meeting resolutions must be passed by more than half of all members. The voting method at the Nomination Committee meeting is by ballot.
Article 18 In principle, meetings shall be held on site. On the premise of ensuring that all participating members can fully communicate and express their opinions, the meeting can be held, voted on and made resolutions through communication methods such as video, telephone, fax, email or written signatures. If the meeting is held by communication voting, written documents must be signed in a timely manner.
Article 19 When necessary, the Nomination Committee may invite directors and senior managers of the company to attend the meeting.
Article 20 If necessary, the nomination committee may hire an intermediary agency to provide professional advice for its decision-making, and the company shall bear the relevant expenses.
Article 21 The Nomination Committee meeting shall produce meeting minutes, and the opinions of each member shall be stated in the meeting minutes; members attending the meeting shall sign and confirm the meeting minutes; the meeting minutes shall be kept by the secretary of the company's board of directors, and the retention period shall be no less than 10 years.
Article 22 All persons attending the meeting shall be obliged to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter 6 Supplementary Provisions
Article 23 In these working rules, "above" includes the original number, and "more than half" does not include the original number.
Article 24 Matters not covered in these work rules shall be governed by the relevant national laws, regulations and the Articles of Association; if these detailed rules conflict with laws and regulations promulgated by the country in the future or the Articles of Association after legal procedures, they shall be governed by the relevant national laws, regulations and the Articles of Association, and shall be revised immediately and submitted to the board of directors for review and approval.
Article 25 The right to interpret these working rules belongs to the company’s board of directors.
Article 26 These working rules shall take effect and be implemented from the date of adoption of the resolution of the board of directors.
Board of Directors of Harbin Pharmaceutical Group Co., Ltd.
December 24, 2025