Rules of Procedure of the Nomination Committee of the Board of Directors

Mayinglong Pharmaceutical Group Co., Ltd.

Chapter 1 General Provisions

Article 1 In order to regulate the selection of company managers, 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 Measures for the Administration of Independent Directors of Listed Companies, the Governance Code of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange, the Articles of Association of Mayinglong 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 rules of procedure.

Article 2 The Nomination Committee is a special committee under the Board of Directors. It is mainly responsible for selecting and reviewing candidates for the company's directors and senior managers and their qualifications, formulating the selection criteria and procedures for directors and senior managers, and making recommendations to the Board of Directors.

The term “senior management personnel” as mentioned in these rules of procedure refers to the general manager, deputy general manager, assistant general manager, secretary to the board of directors, financial director and other senior management personnel appointed by the board of directors.

Chapter 2 Personnel Composition

Article 3 The nomination committee shall consist of three to five directors, of which the majority shall be independent directors. The nomination committee shall have a chairman, who shall be an independent director.

Article 4 The members and chairman of the Nomination Committee shall be elected by the Board of Directors.

Article 5 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. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the board of directors will add new members in accordance with the provisions of Articles 3 to 4 above.

Chapter 3 Responsibilities and Permissions

Article 6 The main responsibilities and authorities of the Nomination Committee:

(1) Make recommendations to the board of directors on the size and composition of the board of directors based on the company’s operating activities, asset size and equity structure;

(2) Study the selection criteria and procedures for directors and senior managers and make recommendations to the board of directors;

(3) Extensively search for qualified candidates for directors and senior managers, and make evaluation recommendations to the board of directors;

(4) Conduct qualification reviews and make recommendations on director candidates who need to be submitted to the shareholders’ meeting for election and senior managers appointed by the board of directors;

(5) Other matters authorized by the board of directors.

Article 7 The Nomination Committee is responsible to the Board of Directors, and its proposals must be submitted to the Board of Directors for review and decision.

Article 8 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications. 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 Nomination Committee:

(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 company's 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.

Chapter 4 Decision-making Procedure

Article 9 Working procedures of the Nomination Committee:

(1) The nomination committee should actively communicate with relevant departments of the company, study the company’s needs for proposed directors and senior managers, and formulate written materials;

(2) The Nomination Committee may conduct extensive searches for directors and senior management candidates within the company, holding (shareholding) companies and the talent market;

(3) Collect the occupation, academic qualifications, professional titles, detailed work experience, all part-time jobs, etc. of the candidates and form written materials;

(4) Solicit the opinions of the primary candidates, otherwise they cannot be used as candidates for directors and senior managers;

(5) Convene a meeting of the Nomination Committee to review the qualifications of the primary candidates based on the terms of office;

(6) Before electing a new director, submit suggestions and relevant materials for new director candidates to the board of directors, and the board of directors will decide whether to be listed as a candidate for the board of directors;

(7) Before considering newly hired senior managers, submit suggestions and relevant materials for newly hired senior managers to the board of directors, and conduct qualification reviews on candidates for newly hired senior managers submitted to the board of directors in other ways;

(8) Carry out other follow-up work based on the decisions and feedback of the board of directors.

Chapter 5 Rules of Procedure

Article 10 The meeting of the Nomination Committee shall be convened and presided over by the Chairman. If the Chairman is unable to attend, he may entrust another independent director to preside over the meeting.

Article 11 The independent directors may convene a meeting of the Nomination Committee when they deem it necessary.

Article 12 All members must be notified three days before the meeting of the Nomination Committee. The aforementioned notification period may be waived with the unanimous consent of all members. Meetings of the Nomination Committee must be attended by more than two-thirds of the members; each member has one vote; resolutions made at the meeting must be approved by more than half of all members. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust another member to attend and express opinions on his behalf. The power of attorney must specify the scope and duration of the authorization. Each committee member can accept at most one committee member's entrustment.

Article 13 The voting method at the Nomination Committee meeting shall be a show of hands, a ballot or a communication vote.

Article 14 When necessary, the Nomination Committee may invite directors and senior managers of the company to attend the meeting.

Article 15 If necessary, the Nomination Committee may hire an intermediary agency to provide professional advice for its decision-making, and the fees shall be paid by the company.

Article 16 The meetings of the Nomination Committee shall be recorded. Meeting minutes and meeting materials shall be kept by the Secretary of the Company’s Board of Directors for a period of ten years.

Article 17 The resolutions and voting results adopted at the Nomination Committee meeting shall be submitted in writing to the company’s Board of Directors.

Article 18 All members and non-voting persons present at the meeting have the obligation to keep confidential the matters discussed at the meeting and are not allowed to disclose relevant information without authorization.

Chapter 6 Supplementary Provisions

Article 19 These rules of procedure shall come into effect from the date of review and approval by the company's board of directors.

Article 20 Matters not covered in these rules of procedure shall be governed by relevant national laws, regulations and the company's articles of association.

Article 21 The Board of Directors of the Company is responsible for formulating, interpreting and revising these Rules of Procedure.