Working Rules of the Strategy Committee of the Board of Directors of Aoxiang Pharmaceutical (revised in October 2025)
Zhejiang Aoxiang 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 Zhejiang Aoxiang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), 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 decisions, and improve the corporate governance structure, according to the " These working rules are formulated in accordance with the provisions of the Company Law of the People's Republic of China, the Code of Governance of Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange and other relevant laws and regulations, as well as the Articles of Association of Zhejiang Aoxiang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The Strategy Committee of the Board of Directors is a specialized working organization established by the Board of Directors. It is mainly responsible for studying and making recommendations on the company’s long-term development strategies and major investment decisions.
Chapter 2 Personnel Composition
Article 3 The Strategy Committee shall consist of three directors, including two independent directors.
Article 4 Members of the Strategy 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 Strategy Committee shall have a convener, who shall be the chairman of the company.
Article 6 The term of office of the Strategy 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 replenish the number of members in accordance with the provisions of Articles 3 to 5 above.
Article 7 The Strategy Committee may set up an investment review team, with the general manager of the company as the team leader and 1-2 additional deputy team leaders.
Chapter 3 Responsibilities and Permissions
Article 8 The main responsibilities and authorities of the Strategy Committee:
(1) Conduct research and make suggestions on 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 9 The Strategy 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 10 The investment review team is responsible for making preliminary preparations for the strategy committee’s decision-making and providing information on relevant aspects of the company:
(1) The person in charge of the relevant department of the company or the holding (shareholding) company shall report the intentions of major investment and financing, capital operations, asset management projects, preliminary feasibility reports, and basic information of the partners;
(2) Conduct research on the company’s investment projects, organize the review and evaluation of relevant project feasibility reports, and collect project information;
(3) The investment review team will conduct the review, issue written opinions, and submit a formal proposal to the Strategy Committee.
Article 11 The Strategy Committee shall hold a meeting based on the proposal of the Investment Review Group, conduct discussions, submit the results of the discussion to the Board of Directors, and provide feedback to the Investment Review Group.
Chapter 5 Rules of Procedure
Article 12 The Strategy Committee holds meetings every year based on the actual needs of the company. All members must be notified three days before the meeting, and meeting materials must be sent to all members in writing, fax, or email. The meeting shall be convened and presided over by the convener. If the convener is unable or fails to perform his duties, more than half of the members of the Strategy Committee shall jointly elect a member to convene and preside over the meeting.
Article 13 A meeting of the Strategy Committee must be held when more than two-thirds of the members are present; each member has one vote; resolutions made at the meeting must be passed by more than half of all members.
Article 14 The voting method of the Strategy Committee meeting shall be a show of hands or a vote; extraordinary meetings may be held by communication voting.
Article 15 The leader and deputy leader of the investment review team may attend the meeting of the Strategy Committee as a non-voting delegate, and may invite company directors and other senior managers to attend the meeting as a non-voting delegate if necessary.
Article 16 If necessary, the Strategy Committee may hire an intermediary agency to provide professional advice for its decision-making, and the fees shall be paid by the company.
Article 17 The convening procedures, voting methods and resolutions adopted at the meeting of the Strategy Committee must comply with the provisions of relevant laws, regulations, the Articles of Association and these Rules.
Article 18 The meetings of the Strategy Committee shall be recorded, and the members attending the meeting shall sign the minutes; the minutes shall be kept by the secretary of the company's board of directors.
Article 19 The resolutions and voting results adopted at the Strategy Committee meeting shall be submitted in writing to the company’s board of directors.
Article 20 All members attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter 6 Supplementary Provisions
Article 21 These working rules shall be implemented from the date of adoption of the resolution of the board of directors, and the same shall apply when revised.
Article 22 Matters not covered in these working rules shall be implemented in accordance with 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" revised through legal procedures, they shall be implemented in accordance with the relevant national laws, regulations and the "Articles of Association", and shall be revised in a timely manner and submitted to the board of directors for review and approval.
Article 23 The right to interpret these rules belongs to the company's board of directors.
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
October 30, 2025