Independent director system of Harbin Pharmaceutical Group Co., Ltd. (December 2025)
Harbin Pharmaceutical Group Co., Ltd.
independent director system
Chapter 1 General Provisions
Article 1 In order to further improve the governance structure of Harbin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), effectively protect the legitimate rights and interests of small and medium-sized shareholders, and promote the company's standardized operations, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Opinions of the General Office of the State Council on the Reform of the Independent Director System of Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the Code of Governance of Listed Companies, and the Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 No. - Standardized Operations" and the "Articles of Association of Harbin Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant provisions, and in light of the actual situation of the company, this system is formulated.
Article 2 Independent directors refer to directors who do not hold other positions in the company 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, play the role of participation in decision-making, supervision and checks and balances, and professional consultation in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 4 The number of independent directors of a company should be no less than one-third of the total number of board members of the company, including at least one accounting professional.
The company sets up an audit committee on the board of directors. The members of the audit committee shall be directors who do not serve as senior managers of the company, among whom the majority shall be independent directors, and the accounting professionals among the independent directors shall serve as the convener.
The company has established nomination, remuneration and assessment, strategy and sustainable development committees in the board of directors. Independent directors should constitute the majority of the nomination committee and the remuneration and assessment committee and serve as the convener.
The details are stipulated in the working rules of each special committee.
Chapter 2 Conditions for serving as independent directors
Article 5 Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
(5) Persons who have significant business dealings with the company, its controlling shareholders, actual controllers, or their respective subsidiaries, or persons who hold positions in units with significant business dealings, their controlling shareholders, or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in items 1 to 6 in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shanghai Stock Exchange and the Articles of Association.
The "main social relationships" specified in the preceding paragraph refer to brothers and sisters, spouses of brothers and sisters, parents of spouses, brothers and sisters of spouses, spouses of children, parents of children's spouses, etc.; "Major business dealings" refer to matters that need to be submitted to the shareholders' meeting for review in accordance with the Articles of Association, or other major matters recognized by the Shanghai Stock Exchange; "position" refers to serving as directors, supervisors, senior managers and other staff.
The subsidiaries of the company's controlling shareholders and actual controllers in items (4) to (6) of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.
Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.
Article 6 To serve as an independent director, one must meet the following conditions:
(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence requirements stipulated in Article 5 of this system;
(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) The provisions of the Civil Servant Law of the People's Republic of China on concurrent duties held by civil servants (if applicable);
(7) The regulations of the Central Commission for Discipline Inspection of the Communist Party of China and the Organization Department of the Central Committee of the Communist Party of China on "Notice on Regulating Central Management Cadres to Resign from Public Office or Serve as Independent Directors and Independent Supervisors of Listed Companies and Fund Management Companies after Retirement" (if applicable);
(8) The provisions of the Organization Department of the Central Committee of the Communist Party of China’s “Opinions on Further Regulating the Part-time Work (Office) of Party and Government Leading Cadres in Enterprises” (if applicable);
(9) The provisions of the "Opinions on Strengthening Anti-corruption and Integrity Construction in Colleges and Universities" issued by the Central Commission for Discipline Inspection of the Communist Party of China, the Ministry of Education, and the Ministry of Supervision (if applicable);
(10) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shanghai Stock Exchange and the Articles of Association.
The bad records specified in item (5) above mainly include:
Those who have been subject to administrative penalties from the China Securities Regulatory Commission or criminal penalties from judicial authorities due to securities and futures violations in the past 36 months;
A case has been opened for investigation by the China Securities Regulatory Commission or a judicial authority for investigation on suspicion of securities and futures violations, but no clear conclusion has been reached;
Has been publicly condemned or criticized by the stock exchange three or more times in the past thirty-six months;
There are bad records such as serious breach of trust;
During the previous period of service as an independent director, the board of directors proposed to convene a shareholders' meeting to be removed from the position due to failure to attend two consecutive board meetings in person or to entrust other independent directors to attend the board of directors meetings on his behalf, and the period was less than 12 months;
Other circumstances determined by the China Securities Regulatory Commission and Shanghai Stock Exchange.
Article 7 In principle, independent directors can serve as independent directors in up to three domestic listed companies, and should ensure that they have sufficient time and energy to effectively perform the duties of independent directors. Anyone who has served as an independent director of the company for six consecutive years shall not be nominated as a candidate for independent director of the company within thirty-six months from the date of occurrence of this fact.
Article 8 Anyone who is nominated as an independent director candidate as an accounting professional should have rich accounting professional knowledge and experience, and meet at least one of the following conditions:
(1) Having the qualification of certified public accountant;
(2) Have a senior professional title, associate professor or above, or a doctoral degree in accounting, auditing or financial management;
(3) Have a senior professional title in economic management and have more than five years of full-time work experience in professional positions such as accounting, auditing or financial management.
Chapter 3 Nomination, Election and Replacement of Independent Directors
Article 9 The company's board of directors and shareholders individually or jointly holding more than 1% of the company's issued shares may propose candidates for independent directors, which shall be elected and decided by the shareholders' meeting. Investor protection institutions established in accordance with the law may publicly request shareholders to entrust them to exercise the right to nominate independent directors on their behalf.
The nominator specified in paragraph 1 shall not nominate as an independent director candidate any person with whom he or she has an interest or other closely related persons who may affect the independent performance of his duties.
Article 10 The nominee of an independent director shall obtain the consent of the nominee before nomination. The nominator should fully understand the nominee's occupation, education, professional title, detailed work experience, all part-time jobs, and whether he has any bad records such as major breach of trust, etc., and express his opinion on his/her independence and other conditions for serving as an independent director. The nominee shall make a public statement regarding his/her independence and other conditions for serving as an independent director.
Article 11 The nomination committee of the company's board of directors shall review the qualifications of the nominees and formulate clear review opinions.
The company shall, before convening the shareholders' meeting to elect independent directors, disclose relevant content in accordance with Article 10 of this system and the preceding paragraph, and submit relevant materials of all independent director candidates to the Shanghai Stock Exchange. The relevant submitted materials shall be true, accurate and complete.
If the Shanghai Stock Exchange raises objections to the conditions and independence of an independent director candidate, the company shall promptly disclose the matter and shall not submit the independent director candidate to the shareholders' meeting for election. If it has been submitted to the shareholders' meeting for review, the proposal should be cancelled.
When a company convenes a shareholders' meeting to elect independent directors, the company's board of directors shall explain whether the independent director candidates have been objected to by the Shanghai Stock Exchange.
Article 12 When a company's shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented.
The voting results of small and medium-sized shareholders shall be counted separately and disclosed.
Article 13 The term of each independent director is the same as that of other directors of the company. Upon expiration of the term, he may be re-elected, but his continuous term shall not exceed six years.
Article 14 Before the expiration of the term of independent directors, the company may remove them from their posts in accordance with legal procedures. If an independent director is dismissed from his position in advance, the company shall disclose the specific reasons and basis in a timely manner. If an independent director has any objection, the company shall disclose it in a timely manner.
If an independent director fails to comply with the provisions of Article 6 (1) or (2) of this system, he shall immediately stop performing his duties and resign. If a person fails to resign, the board of directors shall immediately dismiss him or her from office after becoming aware or should be aware of the fact.
If an independent director resigns or is dismissed due to the circumstances specified in the preceding paragraph, resulting in the proportion of independent directors on the board of directors or its special committee not complying with the provisions of the "Administrative Measures for Independent Directors of Listed Companies" or the "Articles of Association", or there is a lack of accounting professionals among the independent directors, the company shall complete the by-election within 60 days from the date of the occurrence of the aforementioned facts.
Article 15 Independent directors may resign before the expiration of their term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors, explaining any circumstances related to his resignation or that he deems necessary to attract the attention of the company's shareholders and creditors. The company should disclose the reasons for the resignation of independent directors and matters of concern.
If the resignation of an independent director will result in the proportion of independent directors on the board of directors or its special committee not complying with the provisions of the "Administrative Measures for Independent Directors of Listed Companies" or the "Articles of Association", or if there is a lack of accounting professionals among the independent directors, the independent director who intends to resign shall continue to perform his duties until the date of the appointment of the new independent director. The company shall complete the by-election within 60 days from the date of resignation of the independent director.
Article 16 A company may select and hire independent directors from the independent director information database of the China Association of Public Companies.
Chapter 4 Responsibilities and performance methods of independent directors
Article 17 Independent directors shall perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company listed in Articles 23, 27, 28 and 29 of this system and its controlling shareholders, actual controllers, directors and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;
(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
Independent directors should perform their duties independently and impartially, without being influenced by the company, its major shareholders, actual controllers and other units or individuals. If it is discovered that there are circumstances affecting the independence of the matters under review, they should declare it to the company and withdraw from it. If any situation that obviously affects independence occurs during the term of office, the company should be notified in a timely manner, solutions should be proposed, and resignation should be offered if necessary.
Article 18 Independent directors shall 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) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
The exercise of the powers listed in items (1) to (3) of the preceding paragraph by independent directors shall require the consent of more than half of all independent directors.
If an independent director exercises the powers listed in paragraph 1, 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 19 Before a board meeting, independent directors may communicate with the board secretary to inquire about matters to be considered, request supplementary materials, and provide opinions and suggestions, etc. The board of directors and relevant personnel should carefully study the issues, requirements and opinions raised by the independent directors, and provide timely feedback to the independent directors on the implementation status of amendments to the proposals.
Article 20 Independent directors shall attend board meetings in person. If the independent director is unable to attend the meeting in person for any reason, the independent director shall review the meeting materials in advance, form a clear opinion, and authorize other independent directors in writing to attend on his behalf.
If an independent director fails to attend the board of directors' meeting in person for two consecutive times and does not entrust another independent director to attend on his behalf, the board of directors shall propose to convene a shareholders' meeting to remove the independent director from his duties within 30 days from the date of occurrence of this fact.
Article 21 If an independent director votes against or abstains from voting on a proposal of the board of directors, he shall explain the specific reasons and basis, the legality and compliance of the matters involved in the proposal, possible risks, and the impact on the rights and interests of the company and small and medium-sized shareholders. When a company discloses board resolutions, it shall also disclose the dissenting opinions of independent directors and state them in the board resolutions and meeting minutes.
Article 22 Independent directors shall continue to pay attention to the implementation of board resolutions related to the matters listed in Articles 23, 27, 28 and 29 of this system. If they find that there is a violation of laws, administrative regulations, provisions of the China Securities Regulatory Commission, the Shanghai Stock Exchange Business Rules and the Articles of Association, or a violation of the resolutions of the shareholders' meeting and the board of directors, they shall report to the board of directors in a timely manner, and may require the company to make a written explanation. If disclosure matters are involved, the company shall disclose them in a timely manner.
If the company fails to make explanations or timely disclosures in accordance with the provisions of the preceding paragraph, the independent directors may report to the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Article 23 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(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 board of directors of the acquired listed company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
Article 24 The company shall regularly or irregularly hold meetings attended by all independent directors (hereinafter referred to as "special meetings of independent directors"). The matters listed in Items (1) to (3) and Article 23 of Paragraph 1 of Article 18 of these Measures shall be reviewed by a special meeting of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed.
Special meetings of independent directors shall be convened and chaired 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 elect a representative to preside.
The company shall provide convenience and support for the convening of special meetings of independent directors.
Article 25 The independent opinions issued by independent directors on major matters shall at least include the following contents:
(1) Basic information on major matters;
(2) The basis for expressing opinions, including the procedures performed, documents verified, contents of on-site inspections, etc.;
(3) Legality and compliance of major matters;
(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. If they express reservations, objections or are unable to express an opinion on a major matter, the relevant independent directors shall clearly state the reasons and obstacles that prevent them from expressing an opinion.
Independent directors should sign and confirm the independent opinions issued, report the above opinions to the board of directors in a timely manner, and disclose them at the same time as the company's relevant announcements.
Article 26 Independent directors shall perform their duties in the special committee of the company's board of directors in accordance with laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the stock exchange and the Articles of Association. Independent directors shall attend the meeting of the special 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. When independent directors pay attention to major company matters within the scope of the special committee's responsibilities during the performance of their duties, they can promptly submit them to the special committee for discussion and review in accordance with the procedures.
The company formulates the working procedures of the special committees of the board of directors, clarifying the personnel composition, term of office, scope of responsibilities, rules of procedure, file preservation and other related matters of the special committees.
Article 27 The audit committee of the company's board of directors exercises the powers of the board of supervisors stipulated in the Company Law, and is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the board of directors for review after being approved by more than half of all members of the audit committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Appoint or dismiss the accounting firm that handles the company’s audit business;
(3) Appoint or dismiss the company’s financial director;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Article 28 The nomination committee of the company's board of directors is responsible for formulating the selection criteria and procedures for directors and senior managers, taking full consideration of 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;
(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 29 The Remuneration and Assessment Committee of the Company's Board of Directors is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the Board of Directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) 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 or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Article 30 Independent directors shall work on-site at the company for no less than fifteen days each year.
In addition to attending shareholders' meetings, the board of directors and its special committees, and independent directors' special meetings as required, independent directors can perform their duties by regularly obtaining information on the company's operations and other information, listening to management reports, communicating with the person in charge of the internal audit agency and the accounting firm that handles the company's audit business and other intermediaries, conducting on-site inspections, and communicating with small and medium-sized shareholders.
Article 31 The company's board of directors, its special committees, and special meetings of independent directors shall prepare meeting minutes in accordance with regulations, and the opinions of independent directors shall be stated in the meeting minutes. Independent directors should sign and confirm the meeting minutes.
Independent directors should make work records and record in detail the performance of their duties. Information obtained by independent directors in the course of performing their duties, relevant meeting minutes, communication records with company and intermediary agency staff, etc., form an integral part of the work records. For important contents in work records, independent directors may require the secretary of the board of directors and other relevant personnel to sign for confirmation, and the company and relevant personnel shall cooperate.
The work records of independent directors and the information provided by the company to independent directors must be kept for at least ten years.
Article 32 The company should improve the communication mechanism between independent directors and small and medium-sized shareholders, so that independent directors can verify issues raised by investors in a timely manner with the company.
Article 33 Independent directors shall submit an annual work report to the company's annual shareholders' meeting, explaining the performance of their duties. The annual work report should include the following contents:
(1) Number of attendances at the board of directors, methods and voting conditions, and number of attendances at shareholders’ meetings;
(2) Participation in the work of special committees of the board of directors and special meetings of independent directors;
(3) Review of the matters listed in Articles 23, 27, 28 and 30 of this system and the exercise of the special powers of independent directors listed in paragraph 1 of Article 18 of this system;
(4) Major matters, methods and results of communication with the internal audit institution and the accounting firm that undertakes the company’s audit business regarding the company’s financial and business conditions;
(5) Communication status with small and medium-sized shareholders;
(6) The time, content, etc. of working on-site at the company;
(7) Other circumstances in the performance of duties.
The annual performance report of independent directors shall be disclosed at the latest when the company issues notice of the annual shareholders' meeting.
Article 34 Independent directors shall continue to strengthen their study of securities laws, regulations and rules, and continuously improve their ability to perform their duties.
Chapter 5 Duty Performance Guarantees
Article 35 If any of the following circumstances occurs, independent directors shall report to the Shanghai Stock Exchange in a timely manner:
(1) Being dismissed from office by the company and I believe that the reason for the dismissal is improper;
(2) The independent director resigns due to circumstances in the company that prevent the independent director from exercising his powers in accordance with the law;
(3) The materials for the board of directors meeting are incomplete or the arguments are insufficient, and the written request of two or more independent directors to postpone the board of directors meeting or postpone the consideration of relevant matters is not adopted;
(4) After reporting suspected violations of laws and regulations by the company or its directors and senior managers to the board of directors, the board of directors fails to take effective measures;
(5) Other circumstances that seriously hinder independent directors from performing their duties.
Article 36 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 independent directors in performing their duties.
The secretary of the board of directors shall ensure smooth flow of information between independent directors and other directors, senior managers and other relevant personnel, and ensure that independent directors have access to sufficient resources and necessary professional advice when performing their duties.
Article 37 The company shall ensure that independent directors have the same right to know as other directors. In order to ensure that independent directors effectively exercise their powers, the company should regularly inform independent directors of the company's operations, provide information, and organize or cooperate with independent directors to conduct on-site inspections and other work.
Before the board of directors considers major and complex matters, the company can organize independent directors to participate in research and demonstration and other aspects, fully listen to the opinions of independent directors, and provide timely feedback to independent directors on the adoption of opinions.
Article 38 The company shall promptly issue board meeting notices to independent directors, provide relevant meeting materials no later than the notice period for board meetings stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission or the Articles of Association, and provide effective communication channels for independent directors; if a special committee of the board of directors convenes a meeting, the company shall in principle provide relevant materials and information no later than three days before the special committee meeting. The company shall keep the above meeting materials for at least ten years.
If two or more independent directors believe that the meeting materials are incomplete, insufficiently demonstrated or not provided in a timely manner, they may submit a written proposal to the board of directors to postpone the meeting or postpone the consideration of the matter, and the board of directors shall adopt it.
In principle, meetings of the Board of Directors and special committees shall be held on site. On the premise of ensuring that all participating directors can fully communicate and express their opinions, the meeting may be held by video, telephone or other means in accordance with procedures when necessary.
Article 39 When independent directors exercise their powers, the company's directors, senior managers and other relevant personnel shall cooperate and shall not refuse, obstruct or conceal relevant information, or interfere with their independent exercise of powers.
If independent directors encounter obstacles in exercising their powers in accordance with the law, they may explain the situation to the board of directors, require directors, senior managers and other relevant personnel to cooperate, and record the specific circumstances and resolution of the obstacles in their work records; if the obstacles still cannot be eliminated, they may report to the China Securities Regulatory Commission and the Shanghai Stock Exchange.
If the independent directors' performance of duties involves information that should be disclosed, the company shall handle the disclosure matters in a timely manner; if the company does not disclose the information, the independent directors may directly apply for disclosure or report to the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Article 40 The company shall bear the expenses required for independent directors to hire professional institutions and exercise other powers.
Article 41 The company may establish an independent director liability insurance system to reduce the risks that may arise from the normal performance of duties by independent directors.
Article 42 The company shall provide independent directors with allowances commensurate with their responsibilities. The standard of allowances shall be formulated by the board of directors, reviewed and approved by the shareholders' meeting, and disclosed in the company's annual report.
In addition to the above-mentioned allowances, independent directors may not obtain other benefits from the company, its major shareholders, actual controllers or interested units and personnel.
Chapter 6 Supplementary Provisions
Article 43 In these rules, "above" includes the original number, and "more than" does not include the original number.
Article 44 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations and the Articles of Association.
Article 45 If this system conflicts with the relevant national laws, regulations or the "Articles of Association", the relevant national laws, regulations and the "Articles of Association" shall be implemented.
Article 46 This system shall be formulated and interpreted by the company's board of directors and shall become effective and enforceable from the date of review and approval by the company's shareholders' meeting.
Board of Directors of Harbin Pharmaceutical Group Co., Ltd.
December 24, 2025