Strategy Committee Working Rules (October 2025)
Ganli Pharmaceutical Co., Ltd.
Working Rules of the Strategy Committee of the Board of Directors
Chapter 1 General Provisions
Article 1 In order to adapt to the strategic development needs of Ganli Pharmaceutical Co., Ltd., enhance the company's core competitiveness, determine the company's development plan, improve investment decision-making procedures, strengthen the scientific nature of decision-making, improve the effectiveness of major investment decisions and the quality of decision-making, and improve the corporate governance structure, in accordance with the Company Law of the People's Republic of China, the Shanghai Stock Exchange Stock Listing Rules, the Articles of Association of Ganli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company's board of directors has established a strategy committee and formulated these working rules.
Article 2 The Strategy Committee is a specialized working organization under the company's board of directors. It is mainly responsible for studying and making recommendations on the company's long-term development strategy and major investments.
Article 3 The Securities Department of the Company is the daily office of the Strategy Committee and is responsible for daily work liaison, meeting organization and various preparations before the Strategy Committee makes decisions.
Chapter 2 Personnel Composition
Article 4 The Strategy Committee shall consist of three members, who shall be directors, including at least one independent director.
Article 5 Members of the Strategy Committee shall be nominated by the chairman of the board, more than half of the independent directors, or more than one-third of all directors, and shall be elected by the board of directors.
Article 6 The term of office of the Strategy Committee shall be the same as that of the Board of Directors. Members may be re-elected upon expiration of their term. Before the expiration of the term of a member of the Strategy Committee, a member of the Strategy Committee shall not be dismissed from his position without reason unless there are circumstances prohibiting him from holding office as stipulated in the Company Law, the Articles of Association or these working rules.
Article 7 If a member of the Strategy Committee no longer serves as a director of the company during his term of office, he will automatically lose his membership status.
Members of the Strategy Committee may resign before the expiration of their term. Resignation of a member must submit a written resignation report to the Board of Directors. The resignation report will not take effect until it is delivered to the Board of Directors. However, before the by-elected members take office, the original members shall still perform relevant duties in accordance with the provisions of these working rules.
Article 8 When the number of members of the Strategy Committee is reduced due to resignation, removal or other reasons, the company's board of directors shall elect new members as soon as possible in accordance with the provisions of these working rules.
Article 9 The Strategy Committee shall have a chairman, who shall be the chairman of the board.
The chairman presides over the work of the committee and convenes and presides over committee meetings. When the chairman is unable or unable to perform his duties, he shall designate a member to perform his duties on his behalf; when the chairman neither performs his duties nor designates other members to perform his duties, more than half of the members shall jointly elect a member to perform his duties.
Chapter 3 Responsibilities and Permissions
Article 10 The main responsibilities and authorities of the Strategy Committee include:
(1) Research and formulate the company’s long-term development strategic plan;
(2) Conduct research and make recommendations on major investment and financing plans that are subject to approval by the board of directors as stipulated in the Articles of Association;
(3) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the board of directors as stipulated in the Articles of Association;
(4) Conduct research and make suggestions on other major matters affecting the company’s development;
(5) Inspect the implementation of the above matters;
(6) Other matters authorized by the board of directors.
Article 11 When the Strategy Committee performs its duties, the relevant departments of the company shall provide cooperation, and the necessary expenses shall be borne by the company.
Chapter 4 Decision-making Procedure
Article 12 The Office of the Board of Directors is responsible for the preliminary preparations for the Strategy Committee meeting, organizing and coordinating relevant departments or intermediaries to prepare meeting documents, and ensuring their authenticity, accuracy and completeness. Meeting documents include but are not limited to:
(1) Company development strategic planning;
(2) Decomposition plan of the company’s development strategic plan;
(3) Opinions on adjustments to the company’s development strategic plan;
(4) Feasibility study reports on the company’s major investment projects;
(5) Evaluation report on the implementation of the company’s strategic plan.
Article 13 The Office of the Board of Directors shall perform the internal review and approval procedures for meeting documents in accordance with the company's internal management system.
Article 14 The Office of the Board of Directors shall submit the meeting documents to the chairman of the Strategy Committee for review. After review and approval, the Strategy Committee meeting shall be convened in a timely manner.
Article 15 The Strategy Committee shall convene a meeting to adopt reports, resolutions or make suggestions, and submit them in writing to the company's board of directors. For matters that require review and approval by the board of directors or shareholders' meeting, the strategy committee shall submit proposals to the board of directors, and the review and approval procedures shall be performed in accordance with relevant laws, regulations and the company's articles of association.
Article 16 If more than half of the board members have objections to the reports and resolutions passed by the Strategy Committee meeting, they may submit written feedback to the Strategy Committee in a timely manner.
Chapter 5 Meeting Rules
Article 17 The meetings of the Strategy Committee are divided into regular meetings and temporary meetings.
Article 18 The meeting of the Strategy Committee may take the form of an on-site meeting according to the circumstances, or may adopt communication methods such as fax, video, video phone, telephone, etc.
Article 19 For regular meetings, all members shall be notified three days before the meeting, and for extraordinary meetings, notice shall be issued within a reasonable time. Notice of meeting is issued by the Board of Directors office.
Article 20 The Strategy Committee can only be held when more than two-thirds of its members are present.
Article 21 Members of the Strategy Committee may attend meetings in person or entrust other members to attend meetings and exercise voting rights on their behalf. A member of the Strategy Committee can only entrust one other member to exercise voting rights on his or her behalf at a time. If two or more persons are entrusted to exercise voting rights on their behalf, the entrustment will be invalid.
Article 22 If the Strategy Committee deems it necessary, it may summon other personnel related to the meeting proposals to attend the meeting to introduce the situation or express opinions, but non-Strategy Committee members do not have the right to vote on the proposals.
Article 23: The Strategy Committee meeting adopts the rules of centralized deliberation and sequential voting on matters discussed, that is, after all proposals have been reviewed by all members present at the meeting, the proposals will be voted on one by one in accordance with the order of proposal review.
Article 24 When the Strategy Committee votes on relevant matters, relevant members shall recuse themselves.
Article 25 When the Strategy Committee votes, each member shall have one vote. Resolutions made by the Strategy Committee must be approved by more than half of all members before they are adopted.
Article 26 When the Strategy Committee votes, it may adopt a registered vote, a show of hands, a communication vote or other voting methods.
Article 27 The resolutions and voting results passed by the Strategy Committee meeting shall be submitted in writing to the company's board of directors.
Article 28 Minutes shall be kept of the meetings of the Strategy Committee, and the members attending the meeting shall sign on the minutes.
Article 29: Strategy Committee meeting files, including meeting notices, meeting materials, meeting sign-in books, letters of authorization for members to attend on their behalf, voting votes, meeting minutes and resolutions signed and confirmed by participating members, etc., shall be kept by the Board Office. The retention period of Strategy Committee meeting archives is 10 years.
Article 30 Before the company makes the resolutions of the Strategy Committee public in accordance with legal procedures, the participating members, meeting attendees, record-keeping and service personnel, etc. have the obligation to keep the contents of the resolutions confidential.
Chapter 6 Supplementary Provisions
Article 31 Matters not covered in these working rules shall be implemented in accordance with the relevant national laws, administrative regulations, departmental rules and the "Articles of Association".
If these work rules conflict with laws, regulations or the Articles of Association promulgated by the state, the provisions of the relevant national laws, regulations and the Articles of Association shall apply.
Article 32 These working rules shall be revised and interpreted by the company's board of directors.
Article 33 These working rules shall come into effect from the date of review and approval by the board of directors, and the same shall apply when revised.
Ganli Pharmaceutical Co., Ltd.