Rules of Procedure of the Board of Directors of Ningbo Menohua Pharmaceutical Co., Ltd.
Ningbo Menohua Pharmaceutical Co., Ltd.
Board of Directors Rules of Procedure
Chapter 1 General Provisions
Article 1 In order to clarify the responsibilities and authority of the board of directors of Ningbo Menohua Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), standardize the organization of the board of directors, directors' conduct and operating rules, give full play to the role of the board of directors, and urge directors to correctly exercise their rights and perform their obligations, To improve the company's legal person governance structure, in accordance with the "Company Law of the People's Republic of China", the "Securities Law of the People's Republic of China", the "Stock Listing Rules of the Shanghai Stock Exchange" (hereinafter referred to as the "Stock Listing Rules") and other laws, regulations and normative documents, as well as the relevant provisions of the "Articles of Association of Ningbo Menohua Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), these rules are formulated as a code of conduct for the operations of directors and the board of directors.
Chapter 2 Composition and Powers of the Board of Directors
Article 2 The company's board of directors shall consist of 5 directors, 2 independent directors and 1 chairman. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.
Article 3 Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed 1/2 of the total number of directors of the company.
Article 4 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(6) Formulate plans for the company’s major acquisitions, repurchases of the company’s shares, mergers, divisions, changes to the company’s form, or dissolution;
(7) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc. within the scope authorized by the shareholders’ meeting;
(8) Decide on the establishment of the company’s internal management organization;
(9) Appoint or dismiss the company’s general manager, secretary to the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, appoint or dismiss the company’s deputy general manager, financial controller and other senior managers, and decide on their remuneration, rewards and punishments;
(10) Formulate the company’s basic management system;
(11) Formulate a plan to amend the Articles of Association;
(12) Management company information disclosure matters;
(13) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(14) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(15) Formulate a plan for adjusting the company’s profit distribution policy;
(16) Laws, administrative regulations, departmental rules or the provisions of this Articles of Association, as well as other powers granted by the shareholders' meeting.
Article 5 Except for the matters of "providing guarantees" and "financial assistance" in this article, if a major transaction of the company meets one of the following standards, it shall be reviewed and approved by the board of directors:
(1) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
(2) The net assets involved in the transaction target (such as equity) (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan;
(3) The transaction amount (including debts and expenses assumed) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(4) The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan;
(5) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
(6) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above indicators is negative, its absolute value is used for calculation.
Unresolved matters under this system shall be implemented in accordance with the relevant provisions of the "Shanghai Stock Exchange Stock Listing Rules".
Article 6 Except for providing guarantees and providing financial assistance, if the company's transactions do not meet the standards in Article 5, the board of directors shall authorize the general manager to approve them.
Article 7 The Board of Directors has a Board of Directors Office, which is responsible for handling the daily affairs of the Board of Directors. The secretary of the board of directors also serves as the head of the office of the board of directors.
Article 8 The company's board of directors shall establish special committees for strategy, auditing, nomination, remuneration and assessment. The board of directors may establish other special committees and adjust existing committees as needed.
Chapter 3 Proposals and Notices for Board of Directors Meetings
Article 9 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing ten days before the meeting.
Article 10 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within ten days after receiving the proposal.
Article 11 If a proposal is made to convene an extraordinary meeting of the board of directors in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the board of directors' office or directly to the chairman of the board of directors. The written proposal should specify the following matters:
(1) The name of the proposer;
(2) Reasons for the proposal or objective reasons on which the proposal is based;
(3) Propose the time or time limit, place and method of holding the meeting;
(4) Clear and specific proposals;
(5) Contact information of the proposer and date of proposal, etc.
The content of the proposal should fall within the scope of authority of the board of directors stipulated in the Articles of Association, and materials related to the proposal should be submitted together. After receiving the above written proposal and relevant materials, the board of directors office shall forward it to the chairman of the board of directors on the same day. If the chairman of the board of directors believes that the content of the proposal is unclear or specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
Article 12 When convening an extraordinary meeting of the board of directors, the board of directors shall notify all directors, the general manager and the secretary of the board of directors of the meeting in writing five days in advance by person, telephone, fax, email, etc. The notice period requirement for extraordinary board meetings may be waived with the consent of all directors. If the situation is urgent and an extraordinary meeting of the board of directors needs to be convened as soon as possible, the meeting notice can be given by phone or other oral means at any time and at any time, but the convener should make an explanation in the meeting minutes.
If the above-mentioned notification is not delivered directly, it shall be confirmed by telephone and kept in record.
Article 13 The board of directors meeting shall be convened and held in strict accordance with the rules of procedure of the board of directors, all directors shall be notified in advance as required, and sufficient meeting materials shall be provided, including relevant background materials of the meeting topics, meeting deliberations attended by all independent directors (if any), opinions of the special committee of the board of directors (if any) and other information, data and materials required for the directors to vote on the proposals. Inquiries raised by the directors shall be responded to in a timely manner, and relevant meeting materials shall be supplemented according to the requirements of the directors before the meeting.
If two or more independent directors believe that the meeting materials are incomplete, insufficiently demonstrated or not provided in a timely manner, they may submit a written proposal to the board of directors to postpone the meeting or postpone the consideration of the matter, and the board of directors shall adopt it.
Article 14 Board meetings shall be convened and presided over by the chairman of the board; if the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 15 The written notice of meeting shall at least include the following contents:
(1) Time and place of the meeting;
(2) The method of convening the meeting and the duration of the meeting;
(3) Reasons and issues;
(4) Date of issuance of notice.
The oral meeting notice shall at least include the contents of items (1) and (2) above, as well as a statement that the emergency situation requires convening an extraordinary meeting of the board of directors as soon as possible.
Article 16 After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel the meeting proposals, a written change notice shall be issued three days before the original date of the meeting, explaining the situation and the relevant content of the new proposal and related materials. If it is less than three days, the meeting date shall be postponed accordingly or held as scheduled after obtaining the approval of all directors present. After the notice of the extraordinary meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel meeting proposals, the approval of all directors attending the meeting must be obtained in advance and corresponding records must be made.
Chapter 4 Convening, Voting and Resolutions of Board of Directors Meetings
Article 17 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors. If laws, administrative regulations and the Articles of Association stipulate that the board of directors must obtain the consent of more directors to formulate a resolution, such provisions shall prevail.
The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 18 The general manager shall attend the board meeting as a non-voting delegate.
Article 19 In principle, directors should attend board meetings in person. If you are unable to attend the meeting for any reason, you may authorize another director in writing to attend on your behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 20 The following principles shall be followed when entrusting and entrusting persons to attend board meetings:
(1) When voting matters are involved, the principal shall clearly state in the letter of authorization whether he agrees, opposes or abstains from voting on each matter. Directors shall not make or accept entrustments without voting intention, full powers or entrustments with unclear scope of authorization;
(2) A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at one board meeting;
(3) Independent directors shall not entrust non-independent directors to attend meetings on their behalf;
(4) When reviewing related party transactions, related directors should abstain from voting, and their voting rights will not be included in the total number of voting rights. Non-related directors may not entrust related directors to attend the meeting on their behalf.
Article 21 The board of directors shall hold meetings and vote by on-site registered voting. Board meetings shall be held on site in principle. When necessary, on the premise of ensuring that all participating directors can fully communicate and express their opinions, and with the consent of the convener (host) and proposer, the meeting can also be held through other methods such as video, telephone, fax or email voting. Board meetings can also be held in person and simultaneously with other methods.
If the meeting is not held on-site, the number of directors attending the meeting will be calculated based on the directors present via video display, the directors who expressed opinions during the telephone conference, the actual receipt of valid votes such as faxes or emails within the prescribed period, or the written confirmation letters submitted by the directors afterwards that they have attended the meeting.
Article 22 The Board of Directors shall review issues according to the following procedures:
(1) When the board of directors convenes a meeting, the chairperson of the meeting will first announce the meeting topics and preside over the proceedings according to the meeting agenda. The host of the meeting should preside over the meeting carefully, ask the directors attending the board meeting to express clear opinions on various proposals, fully listen to the opinions of the directors attending the meeting, control the meeting process, save time, and improve the efficiency of discussions and the scientific nature of decision-making.
(2) According to the meeting agenda, the board of directors may summon other personnel related to the meeting topics to attend the meeting to introduce relevant situations or listen to relevant opinions. Non-director members attending the meeting shall not intervene in the proceedings of the directors and shall not affect the meeting proceedings, voting and resolutions.
(3) The host of the meeting shall ask the directors attending the board meeting to express clear opinions on each proposal. For proposals that require prior approval by independent directors according to regulations, the host of the meeting shall designate an independent director to read out the written approval opinions reached by the independent directors before discussing the relevant proposals.
(4) If a director or other person obstructs the normal conduct of the meeting or affects the speeches of other directors, the host of the meeting shall stop it in a timely manner.
(5) Except with the unanimous consent of all directors present at the meeting, the board meeting shall not vote on proposals not included in the meeting notice. Directors who accept the entrustment of other directors to attend board meetings on their behalf shall not vote on behalf of other directors on proposals not included in the meeting notice.
Article 23 Directors shall carefully read relevant meeting materials and express opinions independently and prudently based on a full understanding of the situation. Directors may obtain the information necessary for decision-making from the board of directors' office, meeting convener, general manager and other senior managers, accounting firms, law firms and other relevant persons and institutions before the meeting. They may also suggest to the host during the meeting that representatives of the above persons and institutions be invited to attend the meeting to explain the relevant situation.
Article 24 After each proposal has been fully discussed, the moderator shall promptly request the directors present to vote. Voting at the meeting shall be based on one person, one vote, and shall be conducted by registered vote and written vote. For a board meeting that is not held on-site, the participating directors may submit their voting opinions to the board of directors office within the voting time limit through video display, personal delivery, fax, letter and other written methods.
Directors' voting intentions are divided into consent, opposition and abstention. Directors attending the meeting shall choose one of the above-mentioned intentions. If they fail to make a choice or choose more than two intentions at the same time, the host of the meeting shall ask the director concerned to make a new choice. Those who refuse to make a choice shall be deemed to have abstained; those who leave the meeting midway without returning without making a choice shall be deemed to have abstained.
Article 25 After the voting of the participating directors is completed, the relevant staff of the board of directors office shall collect the votes of the directors in a timely manner and submit them to the secretary of the board of directors for statistics under the supervision of an independent director. If the meeting is held on-site, the presiding officer of the meeting shall announce the statistical results on the spot; in other cases, the presiding officer of the meeting shall require the secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If directors vote after the presiding officer of the meeting announces the voting results or after the prescribed voting time limit has expired, their voting results will not be counted.
Article 26 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors regarding the acquisition of the company;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the Articles of Association.
Article 27 When the company's board of directors considers related party transactions, related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors, and their voting rights shall not be counted in the total number of voting rights. The board meeting can be held if more than half of the non-related directors are present, and resolutions made at the board meeting must be passed by more than half of the non-related directors. If the number of non-related directors present at the board meeting is less than 3, the company shall submit the transaction to the shareholders' meeting for review.
Article 28 The board of directors shall keep minutes of its decisions on matters discussed at the meeting. Minutes of board meetings should be true, accurate, and complete, and fully reflect the opinions of participants on the matters discussed. Relevant personnel such as directors, board secretaries and record-keeping personnel who attended the meeting should sign on the meeting minutes for confirmation. Minutes of board meetings should be properly kept.
Article 29 Minutes of board meetings shall include the following contents:
(1) The date, place, method and name of the convener and host of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention). For board meetings held via video, telephone, fax, or email, the board secretary shall refer to the above provisions to compile meeting minutes.
Board meetings held on site or by video, telephone, etc. can be fully recorded if necessary.
Article 30 Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the Articles of Association, or the resolution of the shareholders' meeting, causing serious losses to the company, the director who participated in the resolution shall be liable to the company for compensation; if it is proven that he expressed his dissent during the voting and recorded it in the meeting minutes, the director may be exempted from liability.
Article 31 If the resolution of the board of directors involves matters that must be reviewed by the shareholders' meeting, or major matters mentioned in laws, regulations, or the "Stock Listing Rules", the company shall separately disclose announcements of the resolutions of the board of directors and announcements of relevant major matters. Major matters shall be announced in accordance with the relevant regulations of the China Securities Regulatory Commission or the announcement format formulated by the Shanghai Stock Exchange.
Article 32 If the board of directors cannot convene normally, abnormal circumstances occur during the convening, or there is a dispute over the validity of the resolution, relevant matters, claims of the parties to the dispute, current status of the company, and other information that will help investors understand the actual situation of the company, as well as special legal opinions issued by lawyers, shall be disclosed in a timely manner.
Article 33 Board of Directors meeting files, including meeting notices and meeting materials, meeting sign-in books, power of attorney for directors to attend on their behalf, voting votes, meeting minutes signed and confirmed by attending directors, resolutions, meeting audio and video materials, etc. The retention period of board meeting files is ten years.
Article 34 The procedures for the implementation and feedback of board resolutions are as follows:
(1) The chairman of the board of directors should urge relevant personnel to implement board resolutions, inspect the implementation of resolutions, and report the implementation of resolutions that have been formed at subsequent board meetings.
(2) After the board of directors makes a resolution, the manager shall organize relevant personnel to conscientiously implement the specific implementation work and report the implementation status to the next board of directors. The secretary of the board of directors is responsible for transmitting written report materials to the chairman and directors.
(3) The chairman and other directors have the right to follow up, inspect and supervise the implementation of the board of directors' resolutions. If any violations of the resolutions are discovered during the inspection, the chairman and other directors may convene an extraordinary board of directors in accordance with the provisions of the Articles of Association and these rules and make a resolution requiring the manager to make corrections.
(4) The board of directors should report the implementation status of the board resolutions that have been formed at subsequent meetings and record them in the meeting minutes.
Chapter 5 Supplementary Provisions
Article 35 If any matter is not covered in these rules or conflicts with the provisions of laws, administrative regulations, or other relevant normative documents promulgated by China, the provisions of laws, administrative regulations, or other relevant normative documents shall prevail.
Article 36 If these rules are inconsistent with the Articles of Association, the Articles of Association shall prevail.
Article 37 In these rules, "above" and "within" include the original number, while "exceeding", "less than", "not exceeding" and "less than" do not include the original number.
Article 38 These rules will take effect on the date they are reviewed and approved by the shareholders’ meeting.
Article 39 The Board of Directors is responsible for the interpretation of these rules.
Ningbo Menohua Pharmaceutical Co., Ltd.
August 2025