Measures for the Management of Separate Counting of Votes for Small and Medium-sized Investors of Aoxiang Pharmaceutical (revised in October 2025)
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
Measures for the Management of Separate Counting of Votes for Small and Medium-sized Investors
Chapter 1 General Provisions
Article 1 In order to implement the State Council's "Several Opinions on Further Promoting the Healthy Development of the Capital Market", the General Office of the State Council's "Opinions on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market" and the relevant requirements of the securities regulatory authorities, fully reflect the wishes and demands of small and medium-sized investors in the decision-making of major matters of Zhejiang Aoxiang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), and fully guarantee the exercise of rights by small and medium-sized investors in accordance with the law, these Measures are formulated in light of the actual situation of the company.
Article 2 The term "small and medium-sized investors" as mentioned in these Measures refers to shareholders other than the company's directors, senior managers and shareholders who individually or collectively hold more than 5% (including the principal amount) of the company's shares.
Chapter 2 Scope of application of separate counting of votes
Article 3 When the matters to be reviewed by the shareholders' meeting involve the interests of all shareholders and the development of the company, especially the interests of small and medium-sized investors, the voting results of small and medium-sized investors shall be counted separately and disclosed, including but not limited to the following matters:
(1) Elect and replace non-employee representative directors and determine the remuneration of directors;
(2) The company’s profit distribution plan and loss compensation plan;
(3) The company increases or decreases its registered capital;
(4) The division, merger, dissolution and liquidation of the company;
(5) Modify the provisions in the Articles of Association involving the interests of small and medium-sized investors;
(6) Equity incentive plan;
(7) Major asset reorganization;
(8) Related transactions and external guarantee matters;
(9) Other matters stipulated in laws, administrative regulations, departmental rules, normative documents, stock exchange business rules and the Articles of Association.
Chapter 3 Vote Counting Procedure
Article 4 The company’s shareholders’ meeting shall adopt a combination of on-site voting and online voting. Small and medium-sized investors can choose either on-site voting or online voting to vote on matters considered at the shareholders' meeting. If the same shareholder account votes repeatedly through multiple methods, the voting result of the shareholders' meeting shall be based on the result of the first valid vote.
Article 5 When the matters considered by the company’s shareholders’ meeting include matters that require separate counting of votes in Article 3 of these Measures, the following provisions shall be observed for the separate counting of votes of small and medium-sized investors:
(1) The names of small and medium-sized investors and the number of shares with voting rights held by them should be separately registered;
(2) When the host of the shareholders' meeting announces the number of shareholders and proxies attending the on-site meeting and the total number of shares with voting rights held, the attendance of small and medium investors should be announced separately;
(3) Before the shareholders' meeting votes on the resolution, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If small and medium-sized investors attend the on-site shareholders' meeting, an elected representative of the small and medium-sized investors shall be jointly responsible for counting and supervising the votes together with the lawyer and another elected shareholder representative. Shareholders who vote online can check their voting results through the corresponding voting system;
(4) When the company compiles statistics on the voting results of the shareholders' meeting, in addition to counting the voting results of all shareholders who attended the shareholders' meeting, it should also count the voting results of the small and medium-sized investors who attended the shareholders' meeting.
Article 6 When the presiding officer of the shareholders' meeting announces the voting results, he shall give special reminders of the voting status of small and medium-sized investors on matters that are separately counted.
Article 7 The minutes and resolutions of the shareholders' meeting shall state whether there are any major matters that affect the interests of small and medium-sized investors among the matters considered at this meeting. If so, the number of small and medium-sized investors and agents attending the meeting, the number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, and the voting status of small and medium-sized investors on matters that are individually counted shall be stated separately.
Chapter 4 Information Disclosure
Article 8 The company shall state in the disclosed notice of the shareholders' meeting the matters concerning the separate counting of votes by small and medium-sized investors, the combination of on-site voting and online voting, and a clear explanation of the online voting operation process.
Article 9 The announcement of a shareholders’ meeting resolution using separate counting of votes by small and medium-sized investors should also state:
(1) The votes of small and medium-sized investors will be counted separately at this shareholders’ meeting;
(2) This shareholders’ meeting will adopt a combination of on-site voting and online voting; the attendance of small and medium-sized investors at the shareholders’ meeting, including the number of small and medium-sized investors and agents present, the number of shares with voting rights held and the proportion of the total number of shares with voting rights in the company;
(3) The voting situation of small and medium-sized investors on matters that are separately counted, including the voting method, the number of votes in favor, the number of votes against, and the number of abstentions on relevant proposals, among which the number of votes in favor accounts for the proportion of the total number of shares with voting rights held by small and medium-sized investors attending the meeting.
Article 10 The legal opinions of the shareholders’ meeting disclosed by the company shall include the opinions of the witness lawyers on the separate counting of votes of small and medium-sized investors.
Chapter 5 Supplementary Provisions
Article 11 These Measures shall be implemented from the date of adoption of the resolution of the Board of Directors, and the same shall apply when revised.
Article 12 Matters not covered in these Measures shall be implemented in accordance with the relevant national laws, regulations, normative documents and the Articles of Association.
Article 13 The right to interpret these Measures belongs to the company’s board of directors.
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
October 30, 2025