Working Rules of the Strategy Committee of the Board of Directors of Chenxin Pharmaceutical Co., Ltd. (August 2025)
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Chapter 1 General Provisions
1.1 In order to meet the strategic development needs of Chenxin Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), ensure the scientific nature of the company's development planning and strategic decision-making, enhance the company's sustainable development capabilities, improve investment decision-making procedures, improve the quality of major investment decisions, and further improve the corporate governance structure and internal control system, these working rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Articles of Association of Chenxin Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations.
Chapter 2 Personnel Composition
2.1 The Strategy Committee consists of three directors.
Members of the Strategy Committee are nominated by the company's chairman, more than half of the independent directors, or more than one-third of the directors, and are elected by more than half of the board of directors.
2.2 The Strategy Committee shall have a chairman (convener), who shall be the chairman of the company.
2.3 The term of the Strategy Committee shall be consistent with the term of the Board of Directors of the same session. Members may be re-elected upon expiration of their term. If any member ceases to serve as a director of the company during this period, he or she will automatically lose membership qualifications, and the committee will replenish the number of members in accordance with the provisions of Articles 2.1 and 2.2 above.
2.4 The company's board of directors office is responsible for the daily work of the strategy committee such as work liaison, meeting organization, material preparation and file management. When the Strategy Committee performs its duties, the company's management and relevant departments must cooperate.
Chapter 3 Responsibilities and Permissions
3.1 The Strategy Committee is a permanent specialized working organization under 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.
3.2 Main responsibilities 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.
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3.3 The Strategy Committee reports to the Board of Directors and is accountable to the Board of Directors. Proposals of the Strategy Committee shall be submitted to the Board of Directors for review and decision.
Chapter 4 Working Procedures
4.1 Before making a decision, the Strategy Committee may instruct the person in charge of the company’s relevant departments or holding (shareholding) companies to report information on major investment and financing, capital operations, asset management project intentions, preliminary feasibility reports, and basic information on partners.
4.2 When reviewing the projects specified in the preceding article, the Strategy Committee may request the relevant departments of the company to provide relevant supplementary information, and the relevant departments shall provide active cooperation.
4.3 The Strategy Committee may hire intermediaries to provide professional opinions for its decision-making, and the costs shall be borne by the company.
Chapter 5 Rules of Procedure
5.1 The Strategy Committee will hold at least one meeting every year, and all members will be notified 3 days before the meeting. The meeting will be chaired by the chairman. If the chairman cannot attend, he may entrust another member to chair the meeting. A meeting can be convened at any time in case of emergency, but the reasons must be explained at the meeting.
The Strategy Committee holds meetings from time to time every year based on the proposals of members.
5.2 Meetings of the Strategy Committee can only be held when more than two-thirds of the members are present; resolutions made at the meeting must be passed by more than half of all members.
5.3 Members of the Strategy Committee shall attend meetings in person and express clear opinions on matters under review. If you are unable to attend the meeting in person for some reason, you should review the meeting materials in advance, form clear opinions, and authorize other committee members in writing to attend the meeting and exercise voting rights on your behalf.
The power of attorney must specify the scope and duration of the authorization and be signed by the principal. Each member can accept at most one authorization.
5.4 The meeting of the Strategy Committee shall be held on-site as a principle. Voting shall be based on one person, one vote, and shall be conducted by name and in writing.
When necessary, on the premise of ensuring that members can fully express their opinions, voting can also be held through video, phone, fax or email voting. Strategy committee meetings can also be held simultaneously on-site and in other ways. If the meeting is held by a method other than an on-site meeting, the signature of the members of the Strategy Committee on the meeting resolution shall be deemed to have attended the meeting and agreed to the content of the meeting resolution.
5.5 The company’s directors, senior managers and other relevant persons may be invited to meetings of the Strategy Committee when necessary.
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members attended the meeting.
5.6 The meetings of the Strategy Committee shall have written records, and the members who attended the meeting and the person who took the minutes shall sign on the minutes. Members attending the meeting have the right to request that explanatory records of their speeches at the meeting be recorded in the minutes. The minutes of the Strategy Committee meetings shall be kept by the secretary of the company's board of directors as company files and shall be kept for a period of not less than 10 years.
5.7 The resolutions and voting results adopted at the Strategy Committee meeting shall be submitted in writing to the company’s Board of Directors for review.
5.8 Members attending the meeting are obliged to keep confidential the matters discussed at the meeting and are not allowed to disclose relevant information without authorization.
5.9 During the implementation of the resolutions of the Strategy Committee, the Chairman of the Strategy Committee or other members designated by him shall conduct follow-up inspections on the implementation of the resolutions. If any matters that violate the resolutions are discovered during the inspection, the relevant personnel may be requested and urged to make corrections. If the relevant personnel do not adopt their opinions, the Chairman of the Strategy Committee or his designated members shall report the relevant situation to the company's board of directors, who shall be responsible for handling the matter.
Chapter 6 Supplementary Provisions
6.1 The term "above" in these implementation rules includes the current number, and the term "over" does not include the current number.
6.2 These working rules shall take effect and be implemented from the date of adoption of the resolution of the board of directors, and the same shall apply when modified;
6.3 Matters not covered in these working rules shall be governed by the relevant national laws, regulations and the company's articles of association; if these rules of procedure conflict with laws and regulations promulgated by the country in the future or the company's articles of association after legal procedures, they shall be governed by the relevant national laws, regulations and the company's articles of association, and shall be revised immediately and submitted to the board of directors for review and approval;
6.4 These working rules are interpreted and revised by the company’s board of directors.
Chenxin Pharmaceutical Co., Ltd. Board of Directors August 2025
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