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Shouxiangu 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Shanghai Stock Exchange

2025/09/05

Company code: 603896 Company abbreviation: Shouxiangu Bond code: 113660 Bond abbreviation: Shou 22 convertible bonds

Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

(No. 10, Shangcheng Road, Hushan Street, Wuyi County, Zhejiang Province)

The first extraordinary general meeting of shareholders of the year

2025

Conference materials

September 18, 2025

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

1. Meeting convener: Board of Directors of Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

2. Date and time of the meeting:

On-site meeting time: 14:00 on September 18, 2025

The start and end time of online voting: From September 18, 2025 to September 18, 2025, the Shanghai Stock Exchange online voting system will be adopted. The voting time through the trading system voting platform will be the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform will be 9:15-15:00 on the day of the shareholders’ meeting.

On-site meeting location: Company Conference Room, No. 12, Huanglong 3rd Road, Wuyi County, Zhejiang Province

4. Voting method of the meeting: combination of on-site voting and online voting

5. Equity registration date: September 12, 2025

6. Participants at the meeting:

All shareholders of the company registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. as of the market close in the afternoon on the equity registration day have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and participate in voting. The agent does not have to be a shareholder of the company.
Company directors, supervisors and senior managers.
Lawyers hired by the company.
Other personnel.

7. On-site meeting agenda:

The meeting host announces the start of the on-site meeting
The host of the meeting announced the number of shareholders present and their shareholding ratio.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Introduce the shareholders or shareholders’ agents, directors and supervisors attending the on-site meeting, senior managers attending the meeting, lawyers hired by the board of directors and other invited personnel
Read out the meeting instructions
Submit proposals to the general meeting of shareholders for consideration
Selection of scrutineers
Shareholders present on-site to vote on the proposals submitted for review
Adjournment of meeting, voting statistics (including on-site voting and online voting results)
Resume the meeting and announce the voting results
Read out the resolutions of the general meeting of shareholders
The lawyer read out the lawyer’s witness opinions on this shareholders’ meeting
The meeting host announces the end of the meeting

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

Instructions for the First Extraordinary General Meeting of Shareholders in 2025

In order to safeguard the legitimate rights and interests of all shareholders and ensure the order and efficiency of the general meeting of shareholders, in accordance with the relevant provisions of the China Securities Regulatory Commission's "Rules for Shareholders' Meetings of Listed Companies" and the "Articles of Association of Zhejiang Shouxiangu Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") and the "Rules of Procedure for the General Meeting of Shareholders" of Zhejiang Shouxiangu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), these instructions are formulated:

Based on the principle of safeguarding the legitimate rights and interests of all shareholders, maintaining the normal order of the general meeting and improving the efficiency of proceedings, the board of directors conscientiously performs its duties stipulated in the Articles of Association and does a good job in convening and convening the general meeting of shareholders.
Shareholders (including shareholders’ agents, the same below) participate in the shareholders’ meeting and enjoy the right to speak, vote and other rights in accordance with the law. Shareholders participating in the general meeting of shareholders shall conscientiously exercise and perform their legal rights and obligations, and shall not infringe upon the rights and interests of other shareholders or disrupt the normal order of the general meeting.

3. Shareholders’ speeches and questions

Shareholders who wish to speak at the on-site general meeting of shareholders should register in advance at the speech registration office (the speech registration office is located at the general meeting sign-in area). The moderator of the conference arranges speeches according to the list and order provided by the speech registration office. Shareholders should raise their hands to ask questions on-site and follow the arrangements of the host of the meeting. When speaking, the name of the shareholder and the total number of shares held must be stated.

Shareholders' speeches and questions should be related to the topics of this shareholders' meeting, and each speech should in principle not exceed 3 minutes. Relevant personnel of the company should answer questions raised by shareholders seriously, responsibly and in a targeted manner. The company sincerely hopes to interact and communicate with investors in various ways after the meeting, and thanks all shareholders for their concern and support for the company's business development!

4. Matters related to voting

(1) On-site voting method

Proposals at the general meeting of shareholders shall be voted on by registered vote. Shareholders exercise their voting rights based on the number of voting shares they represent, and each share is entitled to one vote.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Proposals at the general meeting of shareholders will be voted on item by item, and each proposal will be listed on the same voting ticket. Shareholders are required to fill in the items item by item as required, and be sure to sign the name of the shareholder. Any form that is not filled in, filled in too much, has illegible handwriting, does not have the signature of the voter or does not vote will be deemed as an abstention.

After the shareholders' meeting begins, registration for the meeting will be terminated, and the host of the meeting will announce the number of shareholders attending the meeting and the total number of shares with voting rights held.

(2) On-site voting supervision: The host of the meeting nominates two shareholder representatives as vote counters, which are approved by a show of hands of more than half of the shareholders present; the board of supervisors nominates a supervisor as the chief vote taker; the scrutineer is responsible for supervising the on-site voting after reviewing the validity of the votes.

(3) Operational procedures for online voting: For details, please refer to the "Notice of Zhejiang Shouxiangu Pharmaceutical Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025" announced by the company on August 28, 2025.

(4) Voting results: Proposal 1 of this general meeting of shareholders is a special resolution matter and must be approved by more than two-thirds of the voting shares held by shareholders attending the meeting (including online voting). All other resolutions are ordinary resolution matters and must be approved by more than half of the voting shares held by voting shareholders attending the meeting (including online voting).

After the on-site meeting begins, shareholders are asked to turn their mobile phones to silent or vibrating mode, and refuse personal recording, video and photography. Meeting staff have the right to stop any behavior that interferes with the normal proceedings of the meeting, provokes trouble or infringes on the legitimate rights and interests of other shareholders, and reports to the relevant departments for handling.
The company’s board of directors hired a practicing lawyer from Zhejiang Tiance Law Firm to attend and witness the shareholders’ meeting and issue legal opinions.

7. Participants attending the conference are responsible for their own transportation, food and accommodation expenses.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Proposal 1:

Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

Regarding changes to the company’s registered capital, cancellation of the board of supervisors and revisions

Proposal on the Articles of Association

Dear shareholders:

As approved by the China Securities Regulatory Commission's "Zhengjian Xu [2020] No. 658" document, the company publicly issued 3.6 million convertible corporate bonds on June 9, 2020, with a face value of 100 yuan each, and a total issuance of 360 million yuan. As approved by the Shanghai Stock Exchange's Self-Regulatory Decision [2020] No. 180, the company's 360 million yuan convertible bonds will be listed for trading on the Shanghai Stock Exchange starting from July 7, 2020. The bond is referred to as "Shuxian Convertible Bonds" and the bond code is "113585". "Shuxian Convertible Bonds" began converting shares on December 15, 2020, and completed redemption and delisting on June 6, 2023.

As approved by the China Securities Regulatory Commission's "Zhengjian Xu [2022] No. 2165" document, the company publicly issued 3.98 million convertible corporate bonds on November 17, 2022, with a face value of 100 yuan each, and a total issuance of 398 million yuan. As approved by the Shanghai Stock Exchange's Self-Regulation Decision [2022] No. 332, the company's 398 million yuan convertible bonds will be listed for trading on the Shanghai Stock Exchange on December 12, 2022. The bond abbreviation is "Shou 22 Convertible Bonds" and the bond code is "113660". "Shou 22 Convertible Bonds" began to convert into shares on May 23, 2023, and are still in the conversion period.

From January 1, 2023 to June 5, 2023, the cumulative number of shares formed by the conversion of "Shuxian Convertible Bonds" and "Shou 22 Convertible Bonds" was 4,623,542 shares, the company's total share capital changed from 197,203,347 shares to 201,826,889 shares, and the registered capital increased from 197,203,347.00 Yuan was changed to Yuan 201,826,889.00.

On July 3, 2024, the company canceled the remaining 3,585,000 shares repurchased in the special securities account for repurchase. The total number of shares of the company was accordingly reduced by 3,585,000 shares, and the registered capital was reduced from RMB 201,826,889.00 to RMB 198,241,889.00.

From June 6, 2023 to June 30, 2025, "Shou 22 Convertible Bonds" have accumulated shares formed due to share conversion.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

The number of shares is 2,022 shares, the company's total share capital increases accordingly by 2,022 shares, and the registered capital changes from 198,241,889.00 yuan.

More than 198,243,911.00 yuan.

In order to further standardize the company's operations, improve the level of scientific governance, and protect the legitimate rights and interests of investors, according to

The recently released "Company Law of the People's Republic of China" and "China Securities Regulatory Commission's Rules on Supporting Systems of the New Company Law"

"Implementing Relevant Transition Period Arrangements", "Guidelines on the Articles of Association of Listed Companies", "Guidelines on the Governance of Listed Companies", "Shanghai Securities Exchange

Self-regulatory Guidelines for Listed Companies on the Exchange No. 1—Standardized Operations" and other laws and regulations, combined with the company's development

In order to plan and standardize the specific conditions of operation, the company plans to amend some provisions of the "Articles of Association". This revision

Afterwards, the company will no longer have a board of supervisors, and the relevant responsibilities of the board of supervisors stipulated in the Company Law will be audited by the board of directors.

The committee will take over; the company's supervisors will be automatically dismissed, and the "Rules of Procedure of the Supervisory Board" will be abolished accordingly.

Based on the above situation, the main revisions to the Articles of Association are as follows:

Content before revision Content after revision

Article 1 In order to safeguard the legitimate rights and interests of Zhejiang Shouxiangu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or the "Company"), shareholders and employees and creditors, standardize the organization and behavior of the company, and regulate the organization and behavior of the company based on the rights and interests, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "the Company") This Articles of Association is enacted by the Securities Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the "Judiciary of the People's Republic of China"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and other relevant provisions, referred to as the "Securities Law") and other relevant provisions.

Charter.

Article 2 The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. Article 2 The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. Co., Ltd.

The company was established by sponsorship, registered with the Zhejiang Provincial Administration for Industry and Commerce, and obtained a business license. The business license number is: Registration, and the unified social credit code is: 91330700147493495C. 91330700147493495C.

Article 6 The registered capital of the company is RMB. Article 6 The registered capital of the company is RMB 198,243,911.00. 198,241,889.00 yuan.

Article 8 The chairman of the board of directors is the legal representative of the company. Article 8 The chairman of the board of directors is the legal representative of the company.

If the chairman of the board of directors resigns, he shall be deemed to have resigned as the legal representative at the same time.

If the legal representative resigns, the company shall

A new legal representative will be determined within thirty days.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

New Article 9: The company shall bear the legal consequences of civil activities conducted by the legal representative in the name of the company.

The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.

If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it shall, in accordance with the law or these Articles of Association,

According to the provisions of the regulations, compensation can be recovered from the legal representative who is at fault.

Article 9 All assets of the company are divided into shares of equal value. Shareholders shall bear liability to the company to the extent of the shares subscribed by them, and the company shall bear liability to the debts of the company to the extent of the shares subscribed by it.

All assets are responsible for the company's debts.

Article 10 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, the organization and behavior between the company and shareholders, the rights and obligations between the company and shareholders, and shareholders. According to this Articles of Association, shareholders can sue shareholders, which is binding. According to this Article of Association, shareholders can sue shareholders, and shareholders can sue the company's directors and senior managers. Shareholders can sue the company, and the company can sue shareholders, directors, and senior managers.

managers; shareholders can sue the company, and the company can sue shareholders,

The company’s directors, supervisors, managers and other senior managers.

Article 11 The term “other senior managers” as mentioned in these Articles of Association is Article 12 The term “senior managers” as mentioned in these Articles of Association refers to the company’s general manager, refers to the company’s deputy general manager, secretary to the board of directors, chief financial officer, deputy general manager, secretary to the board of directors, chief financial officer and other senior managers identified by the board of directors. other senior managers.

Article 16 The issuance of the company's shares shall be carried out in an open, fair and just manner. Article 17 The issuance of the company's shares shall be carried out in accordance with the principles of openness, fairness, justice and justice. Each share of the same type shall have equal rights. Each share of the same type shall have the same rights.

profit.

For shares of the same type issued at the same time, the issuance conditions and price per share are the same; for shares of the same type issued at the same time, the issuance conditions for each share and the shares subscribed by subscribers are the same, and the price paid per share is the same.

The price should be the same; any unit or individual subscribes for the same

For shares of the same type issued, the same price shall be paid for each share.

Article 17 The face value of the stocks issued by the company shall be expressed in RMB. Article 18 The par value of the shares issued by the company shall be expressed in RMB. value.

Article 20 The total number of shares of the company is 198,241,889 shares. Article 21 The total number of shares of the company is 198,243,911 shares. The share capital structure of the company is: 198,241,889 ordinary shares. The share capital structure is: 198,243,911 ordinary shares.

Article 21 The company or the company’s subsidiaries (including the company’s subsidiaries) Article 22 The company or the company’s subsidiaries (including the company’s subsidiaries)

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Affiliated enterprises) shall not provide financial assistance to those who purchase or intend to purchase the company's shares in the form of gifts, advances, guarantees, compensation or loans) in the form of gifts, advances, guarantees, loans, etc., or in the form of obtaining money for others, or the shares of the company or its parent company, and the company shall implement any employee assistance. Except for stock ownership plans.

For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.

Article 22 According to the needs of operation and development, the company may increase the registered capital in the following ways according to the needs of operation and development and in accordance with the provisions of laws and regulations and with resolutions made by the shareholders' meeting. Registered capital:

(1) Public issuance of shares; (1) Issuance of shares to unspecified objects;

(2) Non-public issuance of shares; (2) Issuance of shares to specific objects;

(3) Distribute bonus shares to existing shareholders; (3) Distribute bonus shares to existing shareholders;

(4) Convert public reserve funds into share capital; (4) Convert public reserve funds into share capital;

(5) Other methods stipulated by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) approved by its committee (hereinafter referred to as the China Securities Regulatory Commission).

other way.

…

Article 24... Article 25...

(4) A shareholder requests the company to acquire his or her shares because he or she objects to a company merger or division resolution made by a shareholders' meeting;

(5) The shares are used to convert corporate bonds issued by a listed company that are convertible into stocks; (5) The shares are used to convert corporate bonds issued by the company that are convertible into stocks;

(6) It is necessary for the company to maintain the company's value and shareholders' rights and interests. (6) It is necessary for the company to maintain the company's value and shareholders' rights and interests; necessary.

(7) Other situations stipulated by laws and administrative regulations.

Article 26 The Company shall be liable for Article 24.1 and Article 27 of the Articles of Association. The Company shall be liable for Article 25.1 and

The acquisition of the company's shares under the circumstances specified in Items (1) and (2). The acquisition of the Company's shares under the circumstances specified in Item (2) shall be subject to a resolution of the shareholders' meeting; the company shall be subject to the second meeting of the Articles of Association; If the company's shares are acquired under the circumstances specified in Item (6), the company's shares may be acquired in accordance with the circumstances stipulated in this article. The acquisition of the company's shares may be made in accordance with the provisions of the Articles of Association or the authorization of the shareholders' meeting, with the attendance of more than two-thirds of the directors or the authorization of the shareholders' meeting, and with the resolution of the board meeting of more than two-thirds of the directors.

Resolutions of board meetings attended.

After the company acquires the company's shares in accordance with Article 25 of the Articles of Association,

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

If the company acquires company shares in accordance with the provisions of Article 24 of the Articles and falls under the circumstances of Item (1), it shall be canceled within ten days from the date of acquisition; if the shares fall under the circumstances of Item (1), it shall be canceled within ten days from the date of acquisition; if the shares fall under the circumstances of Items (2) and (4), it shall be canceled within six months; If it falls under the circumstances of Item (3), (5) or (6), it shall be transferred or canceled within six months; if it falls under the circumstance of (3), the total number of shares of the company held by the company shall not exceed 10% of the total number of shares issued by the company in the circumstances of Item (3), (5) and (6), and shall be transferred or canceled within three years. The number of shares of the company held shall not exceed the issued shares of the company

10% of the total amount and shall be transferred or canceled within 3 years.

Article 27 The company's shares may be transferred in accordance with the law. Article 28 The company's shares shall be transferred in accordance with the law.

Article 28 The company does not accept the company's shares as the subject of the pledge. Article 29 The company does not accept the company's shares as the subject of the pledge. of.

Article 29: The shares of the company held by the promoters shall not be transferred to the company within one year from the date of establishment of the company. The company's publicly issued shares shall not be transferred within one year from the date of listing and trading on the stock exchange. Shares previously issued since the company's shares are listed on the stock exchange

Directors and senior managers of a company shall report to the company that they are not allowed to transfer their holdings in this city within one year from the date on which they are traded.

The company's shares and their changes, every year during the term of office determined at the time of taking office

The shares transferred by the company's directors, supervisors, and senior managers to the company shall not exceed 25% of the total number of shares of the company (including preference shares) held by them in the same category of the company; the changes in the company's shares held since the date of listing and trading of the company's shares; the shares transferred each year during the term of office shall not exceed one year. Within six months after resigning, the above-mentioned personnel shall not transfer the shares of the company held by them that exceed 2% of the total number of shares of the same type held by them in the company.

The shares held by the company have been held since the date when the company’s shares were listed and traded.

Laws, administrative regulations or the China Securities Regulatory Commission prohibit shareholders from transferring their capital within one year from the date of transfer. Within six months after the above-mentioned personnel resigned, no

If there are other provisions for company shares, those provisions shall prevail.

may transfer the shares of the company held by it.

Article 30 Shareholders and directors who hold more than 5% of the company's shares. Article 31 Shareholders, directors, supervisors, and senior managers of the company who hold more than 5% of the shares shall receive the proceeds from the company's stockholders and senior managers who hold the company's stocks or other votes or other equity-type securities held within six months of purchase. Equity-type securities shall be sold within six months of purchase, or sold within six months of sale, or repurchased within six months of sale. If it is purchased again within three months, the income derived therefrom belongs to the company. The income of the directors of the company belongs to the company. The board of directors of the company will take back the income. However, the securities company has profits left after the purchase and sale. However, securities companies that hold more than 5% of the shares due to the purchase of the remaining stocks after the package sale are excluded, as well as those that hold more than 5% of the shares in accordance with the regulations of the China Securities Regulatory Commission, and other circumstances stipulated by the China Securities Regulatory Commission.

Except for other specified circumstances.

The shares held by directors, senior managers and natural person shareholders referred to in the preceding paragraph

The directors, supervisors, senior managers, natural securities or other equity securities mentioned in the preceding paragraph include stocks or other equity securities held by their spouses, parents, and children.

Stocks or other equity securities held in the account.

…

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Chapter 4 Shareholders and Shareholders’ Meetings Chapter 4 Shareholders and Shareholders’ Meetings

Section 1 Shareholders Section 1 General Provisions for Shareholders

Article 31 The company establishes a shareholder list based on the certificates provided by the securities registration and clearing agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders according to the type of shares they hold Evidence. Shareholders enjoy rights and assume obligations according to the type of shares they hold; shareholders who hold the same type of shares enjoy the same rights and assume the same types of obligations. Enjoy the same rights and bear the same obligations.

Article 32 When the company convenes a general meeting of shareholders, distributes dividends, engages in liquidation, and engages in other activities that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall convene the board of directors or the convener of the general meeting to determine the equity registration date.

shareholder.

Article 33… Article 34…

(2) Request, convene, host, participate in or appoint shareholders' proxies to attend the shareholders' meeting in accordance with the law, and exercise corresponding voting rights;

right;

(3) Supervise the company’s operations and make suggestions or inquiries;

(3) Supervise the company’s operations, make suggestions or

(4) Transfer and donor inquiries in accordance with laws, administrative regulations and these Articles of Association;

and or pledge the shares held by it;

(4) In accordance with the provisions of laws, administrative regulations and this Articles of Association

(5) Check and copy the company's articles of association, shareholder list, and shareholders' meetings to transfer, donate or pledge the shares held by them;

Records, board meeting resolutions, financial accounting reports, for more than 180 consecutive days

(5) Inspect the company's articles of association, shareholder list, company shareholders individually or collectively holding more than 3% of the company's shares in accordance with the law.

meetings, board of supervisors meeting resolutions, and financial accounting reports;

(6) When the company is terminated or liquidated, according to the share of shares held by it

(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to its holdings;

Share shares participate in the distribution of the company's remaining property;

(7) Dissent from the resolution of company merger or division made by the shareholders’ meeting

(7) Shareholders who decide on company merger or division made by the general meeting of shareholders require the company to acquire their shares;

Dissenting shareholders require the company to acquire their shares;

(8) As stipulated in laws, administrative regulations, departmental rules or this Articles of Association

(8) Other rights under laws, administrative regulations, departmental rules or this Charter.

other rights granted.

Article 34 If a shareholder requests to inspect the relevant information mentioned in the preceding article, Article 35 If a shareholder requests to inspect or copy the relevant information or information mentioned in the preceding article, or to request materials, he shall provide the company with proof that the holder of the information or information mentioned in the preceding article shall comply with the Company Law, the Securities Law and other laws, the types of shares held by the company and the written documents of the number of shares held, the provisions of the company's administrative regulations, and provide the company with proof of the types of shares he holds in the company.

Written documents of the type and shareholding amount will be issued by the company after verifying the identity of the shareholders. Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

After verifying the identity of the shareholder, it will be provided according to the shareholder's request. supply.

If shareholders who individually or collectively hold more than 3% of the company's shares for more than 180 consecutive days request to inspect the company's accounting books and accounting vouchers, they shall submit a written request to the company and explain the purpose. If the company has reasonable grounds to believe that a shareholder's inspection of accounting books and accounting vouchers has improper purposes and may harm the company's legitimate interests, it may refuse to provide inspection, and shall reply to the shareholder in writing and explain the reasons within 15 days from the date of the shareholder's written request. If the company refuses to provide inspection, the shareholder may file a lawsuit in the People's Court.

Shareholders can entrust accounting firms, law firms and other intermediaries to review accounting books and accounting vouchers.

When the company's shareholders review and copy company-related documents and information, they must review the company's business secrets and other documents that need to be kept confidential after signing a confidentiality agreement with the company. Shareholders and their entrusted accounting firms, law firms and other intermediaries shall abide by laws and administrative regulations related to the protection of state secrets, business secrets, personal privacy, personal information, etc., and bear legal liability for leaking secrets.

If shareholders request to review or copy relevant materials of the company's wholly-owned subsidiaries, the provisions of the first two paragraphs shall apply.

Article 35 Contents of Resolutions of the Company’s General Meeting of Shareholders and Board of Directors Article 36 If the content of resolutions adopted by the Company’s General Meeting of Shareholders and Board of Directors violates the law or violates laws and administrative regulations, shareholders have the right to request the People’s Court to determine the validity of administrative regulations.

deemed invalid.

If the convening procedures and voting methods of the shareholders' meeting and the board of directors violate the laws, administrative regulations and the Articles of Association, or the content of the resolution violates the Articles of Association, the shareholder violates the law, administrative regulations or the Articles of Association, or the resolution contains the right to request the People's Court to revoke it within 60 days from the date the resolution is made. However, in case of violation of these Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within six or ten days from the date of making the resolution. Minor flaws, except those that have no substantial impact on the resolution.

If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.

If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. Any corrections to previous matters will be handled promptly and implemented

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Perform corresponding information disclosure obligations.

New Article 37 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:

(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;

(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;

(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;

(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.

Article 36 Directors and senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of the Articles of Association when performing their duties. If directors and senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of the Articles of Association when performing their duties and cause losses to the company, individually or collectively for more than 180 consecutive days, shareholders who individually or collectively hold more than 1% of the company's shares have the right to apply in writing. Shareholders holding more than 1% of the company's shares have the right to request the audit committee in writing to petition the board of supervisors to file a lawsuit in the People's Court; the supervisory board shall file a lawsuit in the People's Court against the company; members of the audit committee may violate laws, administrative regulations or the provisions of these Articles of Association when performing company duties and causing losses to the company. The aforementioned shareholders may request the board of directors to file a lawsuit in writing to the People's Court. The People's Court filed a lawsuit.

After the audit committee and the board of directors receive the written request from shareholders specified in the preceding paragraph,

If the Board of Supervisors and the Board of Directors refuse to initiate a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, or refuse to initiate a lawsuit after failing to file a lawsuit within thirty days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests if the company does not file a lawsuit within a few days, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests. File a lawsuit directly with the People's Court in your own name.

The stipulated shareholders have the right to act directly in their own name for the benefit of the company

If others infringe upon the company's legitimate rights and interests and cause losses to the company, a lawsuit shall be filed with the People's Court in accordance with Article 1 of this Article.

Shareholders specified in one paragraph may file a lawsuit with the People's Court in accordance with the provisions of the preceding two paragraphs.

If others infringe upon the company's legitimate rights and interests and cause losses to the company, a lawsuit will be filed.

The shareholders stipulated in the first paragraph of this Article may submit a request to the shareholders in accordance with the provisions of the preceding two paragraphs.

The directors, supervisors, and senior managers of the company's wholly-owned subsidiaries who were performing their duties filed a lawsuit in the People's Court.

If the company violates the provisions of laws, administrative regulations or these Articles of Association, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own name.

Article 38 The shareholders of the company shall bear the following obligations: Article 40 The shareholders of the company shall bear the following obligations:

(1) Comply with laws, administrative regulations and this Articles of Association; (1) Abide by laws, administrative regulations and this Articles of Association;

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

(2) Pay the share price according to the shares subscribed and the method of subscription;

gold;

(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;

(3) Except for the circumstances stipulated in laws and regulations, no refund shall be made.

(4) Shall not abuse the rights of shareholders to damage the profits of the company or other shareholders;

interests; shall not abuse the independent status of a company as a legal person and the limited liability of shareholders to damage the company

(4) Shall not abuse the rights of shareholders to harm the interests of the company or other creditors;

interests of shareholders; shall not abuse the independent status of corporate legal persons and shareholders

(5) Other limited liability stipulated in laws, administrative regulations and these Articles of Association harms the interests of the company's creditors; the company's shareholders abuse

obligations.

If the rights of shareholders cause losses to the company or other shareholders, they shall

Bear liability for compensation in accordance with the law; shareholders of the company abuse the independence of the company's legal person

Status and limited liability of shareholders, evasion of debts, serious damage to the company

In the interests of creditors, they shall bear joint and several liability for the company's debts;

(5) The provisions of laws, administrative regulations and this Articles of Association shall be

other obligations.

Article 39: Holding more than 5% of the company is entitled to vote. Delete

If a shareholder of shares with rights pledges the shares he holds, he shall

A written report shall be made to the company from the date the fact occurs.

Article 40 The company’s controlling shareholders and actual controllers shall not. Article 41 The company’s shareholders shall not abuse their shareholder rights to the company or otherwise use their related relationships to harm the company’s interests. Anyone who violates regulations and causes losses to the company's shareholders shall bear liability for compensation in accordance with the law. If a company's shareholders misuse it and cause losses, they shall be liable for compensation. A company has an independent status as a legal person and limited liability of shareholders. If a company evades debts and seriously damages the interests of the company's creditors, it shall bear joint and several liability for the company's debts.

The company’s controlling shareholders and actual controllers have

Public shareholders have a fiduciary duty. Controlling shareholders should strictly comply with

The rights of investors cannot be exercised in accordance with the law, and controlling shareholders are not allowed to use profit sharing

Allocation, asset restructuring, external investment, capital occupation, loan guarantee

and other methods that damage the legitimate rights and interests of the company and public shareholders,

Shall not use its controlling position to harm the company and public shareholders

interests.

New Section 2 Controlling Shareholders and Actual Controllers

Article 42 The company’s controlling shareholders and actual controllers shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and stock exchanges, and safeguard the interests of the company.

Article 43 The company’s controlling shareholders and actual controllers shall comply with the following provisions:

(1) Exercise shareholder rights in accordance with the law, and do not abuse control rights or use materials related to the 2025 First Extraordinary General Meeting of Shareholders of Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

The association will harm the legitimate rights and interests of the company or other shareholders;

(2) Strictly implement the public statements and commitments made, and shall not make any changes or exemptions without authorization;

(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;

(4) Company funds shall not be appropriated in any way;

(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;

(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;

(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;

(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;

(9) Other provisions of laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.

If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles of Association regarding directors' duties of loyalty and diligence shall apply.

If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.

Article 44 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.

Article 45 Controlling shareholders and actual controllers who transfer the shares of the company they hold shall abide by the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and their commitments to restrict share transfers.

Article 41 The shareholders’ meeting is the company’s authority. According to Article 46, the company’s shareholders’ meeting shall be composed of all shareholders. Shareholders Meeting Public Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

The authority of the Department shall exercise the following functions and powers in accordance with the law:

(1) Determine the company’s operating policies and investment plans; (1) Elect and replace non-employee representative directors, and decide on remuneration matters for directors;

(2) Elect and replace directors who are not employee representatives,

Supervisors, decide on matters related to the remuneration of directors and supervisors; (2) Review and approve the report of the board of directors;

(3) Review and approve the report of the board of directors; (3) Review and approve the company’s profit distribution plan and loss compensation plan;

(4) Review and approve the report of the Board of Supervisors; (4) Make a resolution on the company’s increase or decrease in registered capital;

(5) Review and approve the company’s annual financial budget plan, (5) Make resolutions on the issuance of corporate bonds;

Final accounts plan;

(6) Merger, division, dissolution, liquidation or change of company

(6) Review and approve the company’s profit distribution plan and compensation form and make resolutions;

loss plan;

(7) Modify this Articles of Association;

(7) Make decisions on the company’s increase or decrease in registered capital

(8) Discussing on the company’s hiring and dismissal of accountants responsible for the company’s audit business;

The firm makes a resolution;

(8) Make resolutions on the issuance of corporate bonds;

(9) Review and approve the guarantee matters stipulated in Article 47 of these Articles of Association;

(9) Merger, division, dissolution, liquidation or

(10) Review the company’s purchase and sale of major assets within one year and make a resolution to change the company’s form beyond the public announcement;

Matters that account for 30% of the company’s latest audited total assets;

(10) Modify this Articles of Association;

(11) Review and approve changes in the use of raised funds;

(11) Make decisions on the company’s hiring and dismissal of accounting firms.

(12) Review equity incentive plans and employee stock ownership plans; make resolutions;

(13) Review laws, administrative regulations, departmental rules or this charter

(12) Review and approve the provisions of Article 42 of this Charter

Provide for other matters that should be decided by the shareholders' meeting.

Guarantee matters;

The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds. by

(13) Review the company’s major purchases and sales within one year

The assets exceed 30% of the company's latest audited total assets by resolution of the shareholders' meeting, or by the board of directors authorized by the Articles of Association and the shareholders' meeting.

Can issue stocks and corporate bonds convertible into stocks, and implement specific matters;

Comply with laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges.

(14) Review and approve changes in the use of raised funds; Unless otherwise provided by laws, administrative regulations, regulations of the China Securities Regulatory Commission or rules of the stock exchange, the powers of the above-mentioned shareholders' meeting shall not be authorized by the directors.

(15) Review equity incentive plans and employee stock ownership plans;

will be exercised on behalf of the Association or other institutions and individuals.

(16) Decide that the company shall

Situations specified in Item (1), (2) and (4)

Matters concerning the acquisition of shares of the company;

(17) Review laws, administrative regulations, departmental rules or

This Articles of Association stipulates other matters that should be decided by the shareholders' meeting.

The powers of the above-mentioned general meeting of shareholders shall not be authorized by

The board of directors or other institutions and individuals act on their behalf.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Article 42 The following guarantee acts of the company must be approved by the shareholders’ meeting. Article 47 The following guarantee acts of the company must be reviewed and approved by the shareholders’ meeting: Pass:

(1) The total external guarantees of the company and its controlled subsidiaries (1) Any guarantee provided after the total external guarantees of the company and its subsidiaries exceed the company's amount and exceed 50% of the company's latest audited net assets; guarantee;

(2) The total amount of external guarantees of the company exceeds the latest period; (2) The total amount of external guarantees of the company and its subsidiaries exceeds 30% of the latest audited total assets; any guarantee provided after 30% of the latest audited total assets;

(3) The amount of guarantee provided by the company to others within one year exceeds the guarantee amount of 30% of the company's latest audited total assets;

(4) Providing guarantees for guarantee objects whose asset-liability ratio exceeds 70%; (4) Providing guarantees for guarantee objects whose asset-liability ratio exceeds 70%;

(5) A guarantee in which the amount of a single guarantee exceeds 10% of the company’s latest audited net assets; (5) A guarantee in which the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;

(6) Guarantees provided to shareholders, actual controllers and their related parties. (6) Guarantees provided to shareholders, actual controllers and their related parties.

(7) Guarantee provided to other related parties of the company.

The above guarantee matters shall be submitted after consideration and approval by the board of directors

The above guarantee matters shall be submitted to the general meeting of shareholders for review after being reviewed and approved by the board of directors. For guarantees within the scope of the board of directors’ authority

discussion. For guarantee matters within the scope of the authority of the board of directors, in addition to being approved by all directors, it must also be approved by more than half of all directors.

In addition to the approval of more than half of the directors attending the board meeting, it must also be approved by two-thirds of the directors present at the board meeting and more than two-thirds of the directors present at the board meeting; the previous

The above directors agree; the guarantee in item (3) of the preceding paragraph shall be obtained by the guarantee in item (3) of the preceding paragraph and shall be obtained by the shareholders attending the meeting.

Approved by more than two-thirds of the voting rights held by shareholders.

Passed by more than two-thirds of the voting power.

If the company provides guarantees for related parties, in addition to all non-related directors, the company must provide guarantees for the controlling shareholders, actual controllers and their related parties.

In addition to being approved by more than half of the votes, the controlling shareholder, actual controller and their related parties should also obtain guarantees from non-related parties present at the board of directors meeting.

More than two-thirds of the directors will review and agree and make a resolution, and submit the shares to provide counter-guarantee. The general meeting of shareholders is considering whether to be a shareholder or an actual controlling shareholder.

Eastern Conference review. When the company provides a guarantee proposal provided by the controlling shareholder, actual controller and its related parties, the shareholder or

If a guarantee is provided, the controlling shareholder, actual controller and their related parties shall provide counter-guarantee. Shareholders controlled by the actual controller shall not participate in the voting.

When the shareholders' meeting considers the guarantee provided to shareholders, actual controllers and their related parties, the voting rights shall be held by other shareholders attending the shareholders' meeting.

When a proposal is made, the shareholder or the shareholders controlled by the actual controller shall not pass it by more than half of the participating parties.

This vote shall be passed by more than half of the voting rights held by other shareholders present at the shareholders' meeting.

If any improper behavior such as violations of the company's external guarantee approval authority and review procedures occurs, the company shall take timely measures to prevent the violation from worsening and hold relevant responsible personnel accountable in accordance with the company's internal system. If a company's directors or senior managers are responsible for illegal external guarantees, the company's board of directors, shareholders' meeting, and employees' congress shall, depending on the seriousness of the case, punish the responsible directors.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

or senior managers shall be punished; if losses are caused to the company, the responsible directors and senior managers shall bear corresponding liability for compensation; directors and senior managers who bear serious responsibilities shall be submitted to the board of directors, shareholders' meeting, and employees' congress respectively for dismissal.

Article 45 The place where the company convenes the general meeting of shareholders is: the company's domicile or the domicile of the stock company or other appropriate places listed in the notice of the general meeting of shareholders.

place.

The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company will also

The general meeting of shareholders will set up a venue and be held in the form of an on-site meeting. Provide online voting to facilitate shareholders' participation in shareholders' meetings. The company will also provide online voting for shareholders to participate in the shareholders' meeting. In addition to setting up a venue to hold the meeting in person, electronic communication can also be used to facilitate the meeting. If shareholders participate in the general meeting of shareholders through the above methods, it shall be held in the following manner. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present. Considered present.

After the notice of the shareholders' meeting is issued, the location of the on-site shareholders' meeting shall not be changed without justifiable reasons. If a change is indeed necessary, the convener shall announce it and explain the reasons at least two working days before the on-site meeting.

Article 47 Independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders on time and within the prescribed time limit. Require independent directors to convene an extraordinary shareholder meeting.

As proposed by the general meeting, the board of directors shall act in accordance with laws, administrative regulations and

With the consent of more than half of all independent directors, the independent directors have the right to submit to the board of directors, within 10 days after receiving the proposal, consent or proposal in accordance with the provisions of this Article of Association.

It is proposed to convene an extraordinary shareholders' meeting. Written feedback on the independent directors’ request to convene an extraordinary shareholders’ meeting and their disagreement with the convening of an extraordinary shareholders’ meeting.

It is proposed that the board of directors should, in accordance with the provisions of laws, administrative regulations and this Articles of Association,

If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue written feedback on the decision to convene the extraordinary general meeting of shareholders within 5 days after making a resolution of agreeing or disagreeing to convene the extraordinary general meeting of shareholders within ten days after receiving the proposal. If the board of directors agrees to convene an extraordinary shareholders' meeting, a notice will be issued; if the board of directors does not agree to convene an extraordinary shareholders' meeting, a notice of convening a shareholders' meeting will be issued within five days after the board of directors' resolution; the board of directors will not give reasons and make an announcement. If it agrees to convene an extraordinary shareholders' meeting, the reasons shall be explained and announced.

Article 54 When a company convenes a shareholders' meeting, the board of directors, supervisory committee, and shareholders who individually or jointly hold more than 3% of the company's shares and individually or jointly hold more than 1% of the company's shares, shareholders with entitled shares have the right to submit proposals to the company. Make a proposal to the company.

Shareholders who individually or jointly hold more than 3% of the company's shares or shareholders who individually or jointly hold more than 1% of the company's shares may submit a temporary proposal ten days before the shareholders' meeting and submit it in writing to the convener. and submit it in writing to the convener. The convener shall issue a supplementary notice of the shareholders' meeting within two days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. But. Exceptions are made for temporary proposals that violate laws, administrative regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.

Except for the circumstances specified in the preceding paragraph, the convener shall

After the notice of the general meeting is issued, the proposals listed in the notice of the general meeting of shareholders shall not be modified. Except for the circumstances specified in the preceding paragraph, the convener shall not issue a notice of the general meeting of shareholders or add new proposals. After the meeting, the proposals listed in the notice of shareholders’ meeting shall not be modified or new proposals added.

Proposals that are not listed in the notice of shareholders’ meeting or do not comply with the provisions of Article 5 of the Articles of Association shall not be

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

For proposals stipulated in Article 13, the general meeting of shareholders shall not vote and make resolutions.

Make a resolution.

Article 56 The notice of the shareholders’ meeting shall include the following contents: Article 61 The notice of the shareholders’ meeting shall include the following contents:

(1) The time, place and duration of the meeting; (1) The time, place and duration of the meeting;

(2) Matters and proposals submitted to the meeting for consideration; (2) Matters and proposals submitted to the meeting for consideration;

(3) Explain in clear words: All ordinary shareholders (3) Explain in clear words: All ordinary shareholders, shareholders holding special voting shares (including preferred shareholders with restored voting rights) are entitled to attend the shareholders' meeting, and may write to the meeting, and may appoint an agent in writing to attend the meeting and participate in the meeting. The shareholder's agent does not have to be a shareholder of the company; the shareholder's agent does not have to be a shareholder of the company;

(4) The equity registration date of shareholders who have the right to attend the shareholders’ meeting; (4) The equity registration date of the shareholders who have the right to attend the shareholders’ meeting;

… …

Article 57 If the shareholders’ meeting intends to discuss the election of directors and supervisors, Article 62 If the shareholders’ meeting intends to discuss the election of non-employee representative directors, the notice of the shareholders’ meeting will fully disclose the details of the candidates for non-employee representative directors, including at least the following:

(1) Educational background, work experience, part-time job and other personal circumstances; (1) Educational background, work experience, part-time job and other personal circumstances;

(2) Whether there is any relationship with the company or the company’s controlling shareholder and actual controller

(2) Actual related relationship with the company or the company’s controlling shareholder;

Whether there is a related relationship between the controllers;

(3) Number of company shares held;

(3) Disclose the number of shares held in the company;

(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments and

(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments or stock exchanges.

penalties and stock exchange sanctions.

In addition to adopting a cumulative voting system to elect non-employee representative directors, each non-employee representative director

In addition to adopting a cumulative voting system to elect directors and supervisors, each employee representative director candidate shall be submitted as a single proposal.

Candidates for directors and supervisors shall be submitted as individual proposals.

Article 60 All common shareholders of the company registered on the equity registration date. Article 65 All ordinary shareholders of the company registered on the equity registration date (including preference shareholders whose voting rights have been restored) or their shareholders, shareholders holding special voting shares, or their agents or agents are entitled to attend the shareholders' meeting, and are entitled to attend the shareholders' meeting in accordance with relevant laws, and exercise voting rights in accordance with relevant laws, administrative regulations, these administrative regulations and these Articles of Association. Exercise the right to vote.

Shareholders may attend the shareholders' meeting in person or appoint a proxy to attend and vote on their behalf. seats and votes.

Article 61 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid documents or certificates that can indicate his or her identity; or proof of proxy, stock account card;

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

If making a proposal, you must present your valid identity document and the shareholder's authorization. Legal person shareholders shall have their legal representative or the power of attorney authorized by the legal representative. Manager attended the meeting. If the legal representative attends the meeting, he or she shall present his or her ID card and a valid certificate that proves that he or she has the qualifications to be a legal representative; the proxy for a legal representative shareholder shall be represented by his or her legal representative.

If attending the meeting, the agent shall present his/her identity document and the authorized agent of the legal person shareholder entity to attend the meeting. If the legal representative attends the meeting,

A written power of attorney issued by the legal representative in accordance with the law.

You should present your identity document and be able to prove that you have a legal representative

Valid proof of qualifications; if a proxy is appointed to attend the meeting, the proxy

The person should present his or her identity document and the legal representative of the legal person shareholder unit.

A written power of attorney issued by the representative in accordance with the law.

Article 62 A power of attorney issued by a shareholder to entrust another person to attend the general meeting of shareholders shall state the following content: The power of attorney issued by a shareholder to authorize another person to attend the shareholders' meeting shall state the following content:

(1) The name of the agent; (1) The name of the principal, the type and number of company shares held;

(2) Whether it has voting rights;

(2) The name of the agent;

(3) Separately review each item included in the agenda of the general meeting of shareholders

Instructions to vote in favor, against or abstain from voting on matters; (3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting for each matter included in the agenda of the shareholders’ meeting;

(4) The date of issuance and validity period of the power of attorney;

(5) Signature (or seal) of the client. client law

If the company is a shareholder, the company seal should be affixed. (5) Signature (or seal) of the principal. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.

Article 63 The power of attorney shall indicate that if the shareholder fails to delete

Specific instructions, whether shareholder agents can express their own wishes

Decide.

Article 64 If the power of attorney for proxy voting is signed by the principal, the power of attorney or other authorization document authorizing the signing shall be signed by a public authority document and shall be notarized. Notarized power of attorney or other certificate. The notarized power of attorney or other authorization document, the voting proxy authorization document, and the voting proxy power of attorney must be kept at the company's domicile or at other places specified in the notice convening the meeting. place.

If the client is a legal person, its legal representative or director

Persons authorized by resolutions of meetings or other decision-making bodies to attend public meetings as representatives

company’s general meeting of shareholders.

Article 67 When the general meeting of shareholders is convened, all directors and senior managers of the company shall attend the meeting as non-voting participants. Article 71 If the shareholders' meeting requires directors and senior managers to attend the meeting as non-voting participants, supervisors and the secretary of the board of directors shall attend the meeting. Inquire.

Article 68 The general meeting of shareholders shall be chaired by the chairman of the board of directors. Chairman Article 72 The shareholders’ meeting shall be chaired by the Chairman. Chairman cannot perform his duties

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

If the company is unable to perform his duties or fails to perform his duties, the vice chairman shall preside over the affairs. If the company has two or more vice chairmen, the vice chairman shall preside over the affairs. If the company has two or more vice chairmen, a vice chairman jointly elected by more than half of the directors shall preside over the affairs.

When the director is unable to perform his duties or fails to perform his duties, more than half of the directors shall

A shareholders' meeting convened by the audit committee shall be presided over by a director jointly recommended by the convener of the audit committee.

host. When the convener of the audit committee is unable to perform his duties or fails to perform his duties,

A general meeting of shareholders convened by the Board of Supervisors shall be presided over by the chairman of the Board of Supervisors and a member of the Audit Committee jointly elected by more than half of the members of the Audit Committee. When the chairman of the supervisory board is unable to perform his duties or fails to perform his duties, a member of the board of supervisors shall preside over the meeting.

It shall be presided over by a supervisor jointly elected by more than half of the supervisors.

A shareholders' meeting convened by shareholders themselves shall be chaired by the convener or his or her recommended representative.

A general meeting of shareholders convened by the shareholders themselves shall be elected by the convener to hold the meeting on behalf of the shareholders.

Table host.

When convening a shareholders' meeting, the host of the meeting violated the rules of procedure and made the shareholders' meeting ineffective.

When convening a general meeting of shareholders, if the presiding officer of the meeting violates the rules of procedure and continues to proceed, and with the consent of more than half of the shareholders with voting rights present at the general meeting of shareholders, making it impossible to continue the general meeting of shareholders, the general meeting of shareholders present on the spot may elect one person to serve as the presiding officer of the meeting and continue the meeting.

It will be approved by more than half of the shareholders with voting rights, and the shareholders' meeting can recommend

One person serves as the moderator and the meeting continues.

Article 69 The company formulates the "Rules of Procedure for the Shareholders' Meeting". Article 73 The company formulates the "Rules of Procedure for the Shareholders' Meeting", which stipulates in detail the convening and voting procedures of the shareholders' meeting, including notification, convening, convening and voting procedures of the shareholders' meeting, including notification, registration, registration of proposals, review of proposals, voting, counting of votes, announcement of voting results, formation and announcement of meeting resolutions, formation of meeting resolutions, meeting minutes and their signing, and announcements. Meeting minutes, their signatures, announcements, etc., as well as the contents of the shareholders’ meeting to the board of directors, as well as the principles of authorization of the shareholders’ meeting to the board of directors, the authorization principles, and the authorization content should be clear and specific. The content of the "Rules of Procedure of the Shareholders' Meeting" should be clear and specific. The "Rules of Procedure for the General Meeting of Shareholders" shall be attached to the Articles of Association and shall be drawn up by the Board of Directors and approved by the Shareholders' Meeting.

It is an attachment to the Articles of Association, drawn up by the Board of Directors and approved by the General Meeting of Shareholders.

Article 70 At the annual shareholders' meeting, the board of directors and supervisors shall report to the shareholders' meeting on their work in the past year. Each independent director should also give a performance report. Independent directors shall submit an annual report to the company's annual general meeting of shareholders.

A work report describing the performance of their duties. independent

The directors’ annual performance report shall be issued to shareholders by the company at the latest.

Disclosed when notifying the general meeting.

Article 71 Directors, supervisors, and senior managers hold shares. Article 75 Directors and senior managers shall provide explanations and explanations at the shareholders’ meeting regarding shareholders’ inquiries and suggestions at the shareholders’ general meeting. Questions and suggestions are explained and explained.

Article 73 The shareholders' meeting shall have minutes, which shall be kept by the directors. Article 77 The shareholders' meeting shall have minutes, and the secretary of the board of directors shall be responsible for the meeting. The minutes of the meeting record the following: Responsibility. The minutes of the meeting record the following:

(1) Meeting time, place, agenda and name of the convener (1) Meeting time, place, agenda and name of the convener; or name;

(2) Meeting host and directors and senior managers attending the meeting

(2) The host of the meeting and the directors attending or attending the meeting

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Names of directors, supervisors, general managers and other senior management personnel; Names of directors;

… …

Article 74 The convener shall guarantee the contents of the meeting minutes. Article 78 The convener shall guarantee that the contents of the meeting minutes are true, accurate, accurate and complete. The directors, supervisors, directors and directors who attended the meeting were all present. The directors who attend or attend the meeting, the secretary of the board of directors, the secretary of the convening personnel committee, the convener or his representative, and the presiding officer of the meeting shall sign on the meeting minutes. Meeting Minutes Signature on meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of the shareholders present on site and the power of attorney for their proxy to attend, the online signature booklet and the power of attorney for their proxy to attend, and the valid information on voting status via the Internet and other methods. The retention period shall be no less than ten years.

ten years.

Article 77 The following matters shall be passed by ordinary resolutions at the shareholders' meeting. Article 81 The following matters shall be passed by ordinary resolutions at the shareholders' meeting:

It was passed:

(1) Work report of the board of directors;

(1) Work reports of the board of directors and board of supervisors;

(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;

(2) The profit distribution plan and loss compensation plan drawn up by the board of directors

(3) Appointment and removal of non-employee representative directors and remuneration and loss plans for board members;

Payment method;

(3) Appointment, removal and remuneration of members of the Board of Directors and Board of Supervisors

(4) Unless laws, administrative regulations, or these Articles stipulate that special decisions and payment methods shall be adopted;

Other matters other than those passed by the committee.

(4) The company’s annual budget plan and final accounts plan;

(5) Company annual report;

(6) In addition to the provisions of laws, administrative regulations and this Articles of Association,

Matters other than those passed by special resolution.

Article 78 The following matters shall be passed by the shareholders' meeting by special resolution. Article 82 The following matters shall be passed by the shareholders' meeting by special resolution:

It was passed:

…

(4) The company purchases or sells major assets within one year or sells them to others

(4) The company purchases or sells major assets or provides guarantees for an amount exceeding 3% of the company’s latest audited total assets within one year, or the guarantee amount exceeds 10% of the company’s latest audited total assets;

of thirty;

(5) Equity incentive plan;

(5) The company has accumulated the guarantee amount within twelve consecutive months.

(6) In accordance with the provisions of laws, administrative regulations or these Articles of Association, as well as the calculation principles of shareholder accounting, provide more than the company’s latest audited total capital.

If it is determined by ordinary resolution that it will have a significant impact on the company, a 30% guarantee of special assets is required;

Other matters passed by resolution.

(6) Equity incentive plan;

(7) As stipulated in laws, administrative regulations or these Articles of Association,

and the general meeting of shareholders determines by ordinary resolution that it will have significant consequences for the company.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Other matters that affect and require special resolutions.

Article 79 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of shares with voting rights represented by them. Each share shall have one voting right and each share shall have one voting right. Except for class shareholders.

… …

Article 80 The shareholders' meeting considers relevant related transactions. Article 84 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in the voting, and the shareholders they represent shall not participate in the voting. The number of shares with voting rights and the number of shares without voting rights they represent shall not be counted in the total number of valid votes; The voting status of joint shareholders. The avoidance and voting procedures for related shareholders are as follows: Conditions.

(1) A certain matter to be reviewed by the shareholders’ meeting has a related relationship with a certain shareholder. Before the shareholders’ meeting considers the related transaction, the company shall disclose the related shareholder’s relationship to the board of directors in detail in accordance with the relevant laws and administrative regulations of the country;

range. Related shareholders or their authorized representatives may attend the general meeting of shareholders,

(2) When the shareholders' meeting is reviewing related-party transactions, the presiding officer of the meeting may explain his or her views to the shareholders present in accordance with the procedures of the meeting, but

Disclose the related relationship between related shareholders and related transactions; the meeting leader shall abstain from voting when voting. Shareholders’ meeting resolutions

If the holder explicitly announces the avoidance of related shareholders, but when non-related shareholders are involved in related transactions, the related shareholders should actively avoid and not participate in the related transactions.

Consider and vote on matters;

Voting; related shareholders did not actively avoid voting and attended the meeting

(3) Resolutions made by the shareholders' meeting on related-party transactions must be approved by other shareholders present and have the right to request related shareholders to avoid voting.

The resolution must be approved by more than half of the voting rights held by unrelated shareholders at the shareholders' meeting to be valid. After the associated shareholders withdraw, other shareholders shall

However, the related transaction involves voting rights on matters stipulated in Article 82 of the Articles of Association, and the corresponding resolution shall be passed in accordance with the provisions of the Articles of Association.

At that time, the resolutions of the shareholders' meeting must be passed by the votes of the non-affiliated shareholders present at the shareholders' meeting; the avoidance and voting procedures of the affiliated shareholders shall be presided over by the shareholders' meeting.

It is valid only if more than 2/3 of the rights are passed;

Notify the holder and record the meeting minutes.

(4) Related shareholders fail to follow the above procedures for related transactions. Resolutions made by the general meeting of shareholders on related transactions must be passed through

If the related information is disclosed or avoided, the shareholders' meeting shall have the right to revoke the related transaction by more than half of the voting rights held by the non-related shareholders present at the shareholders' meeting.

All decisions on the item.

It is valid only if it passes. However, this related transaction involves this

When matters stipulated in the articles of association need to be passed by special resolution, shareholders

Resolutions of the general meeting must be approved by the non-affiliated shareholders present at the general meeting.

It must be passed by more than two-thirds of the voting rights.

Article 81 The company shall ensure that the general meeting of shareholders is legal and valid. Delete

On the premise of being effective, we will give priority to providing network through various ways and means.

modern information technology means such as online voting platforms to provide shareholders with

Facilitate participation in shareholder meetings.

Article 83 The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals. Article 86 The list of candidates for non-employee representative directors shall be submitted to the shareholders' meeting for voting. submitted to the shareholders' meeting for a vote.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

When the shareholders' meeting votes on the election of directors and supervisors, the cumulative voting system shall be implemented in accordance with the provisions of these articles of association or the resolution of the shareholders' meeting. system.

The cumulative voting system referred to in the preceding paragraph refers to the election of directors by the shareholders' meeting. The cumulative voting system referred to in the preceding paragraph means that when the shareholders' meeting elects non-employee representative directors or supervisors, each share has the same voting rights as the number of non-employee representative directors to be elected. The voting rights held by shareholders can be concentrated, and the voting rights held by shareholders can be used collectively. The board of directors should use it to shareholders. The board of directors shall disclose to shareholders the resumes and basic information of candidate directors and supervisors and the candidate non-employee representative directors.

Resume and basic information.

(1) The methods and procedures for director nomination are:

Candidates for non-employee representative directors are proposed by the board of directors and shareholders who individually or jointly hold more than 1% of the company’s voting shares, and are elected by the shareholders’ meeting;
Employee representative directors are democratically elected by the company’s employees through the employee representative conference or other forms, and do not need to be submitted to the shareholders’ meeting for review.

(2) The cumulative voting method is as follows:

The voting rights of shareholders attending the shareholders' meeting are equal to the total number of shares they hold multiplied by the number of directors to be elected. Shareholders attending the meeting may vote all their voting rights to one director candidate, or they may disperse their voting rights to multiple director candidates, but the total number shall not exceed the total number of votes they have obtained;
Independent directors and non-independent directors shall be elected separately. When electing independent directors, the number of voting rights owned by shareholders attending the meeting is equal to the total number of shares they hold multiplied by the number of independent directors to be elected at the shareholders' meeting, and this part of the voting rights can only be cast on the independent director candidates for the shareholders' meeting; when electing non-independent directors, the number of voting rights owned by shareholders attending the meeting is equal to the total number of shares they hold multiplied by the number of non-independent directors to be elected at the shareholders' meeting. This part of the voting rights can only be cast on the non-independent director candidates at the shareholders' meeting;
After the voting, based on the number of votes obtained by all candidates and limited to the number of directors to be elected, elected directors will be selected from high to low, and the total number of votes obtained by the elected directors shall exceed one-half of the total number of voting shares held by shareholders attending the shareholders' meeting (based on the number of unaccumulated shares).

Article 88 Before the shareholders' meeting votes on a proposal, the shareholders' meeting shall elect two shareholders' representatives to participate in the counting and supervision of votes. Matters to be considered: Shareholder representatives participated in the counting and supervision of votes. If the matter under review is related to or has an interest in a shareholder, the relevant shareholders and agents shall not participate in the counting or supervision of votes.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Counting and scrutinizing votes. When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and announcing the voting results on the spot. When the shareholders' meeting votes on a proposal, lawyers,

The meeting minutes are loaded.

Shareholder representatives and supervisor representatives are jointly responsible for counting and supervising votes, and

The voting results will be announced at the meeting, and the voting results of the resolution will be recorded in the minutes of the meeting. …

…

Article 89… Article 92…

Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network vote service providers, major shareholders, network service providers and other relevant parties involved in the shareholders' meeting, online and other voting networks and other voting methods are obliged to keep the voting information confidential.

All situations are subject to confidentiality obligations.

Article 90 Shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain. Securities registration and settlement rights. Except for institutions that serve as nominal holders of stocks under the stock connect mechanism between the mainland and Hong Kong stock markets and make declarations based on the actual holders' wishes. …

…

Article 94 If the shareholders' meeting passes the relevant election of directors and supervisors, Article 97 If the shareholders' meeting passes the proposal for the election of non-employee representative directors, and the new directors or supervisors are registered after the shareholders' meeting, the new non-employee representative directors will take office as soon as the resolution of the shareholders' meeting is passed, unless the resolution of the shareholders' meeting stipulates otherwise. Certainly.

Chapter 5 Board of Directors Chapter 5 Directors and Board of Directors

Section 1 Directors Section 1 General Provisions for Directors

Article 96 Directors of a company are natural persons. Under the following circumstances: Article 99 The directors of the company are natural persons. Anyone who falls under any of the following circumstances cannot serve as a director of a company: Cannot serve as a director of a company:

(1) Having no capacity for civil conduct or having limited capacity for civil conduct; (1) Having no capacity for civil conduct or having limited capacity for civil conduct;

(2) Due to corruption, bribery, misappropriation of property, misappropriation of property or damage to

(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, or misappropriation of property, or is deprived of or undermines the socialist market economic order for a crime, and is sentenced to a criminal penalty or political rights, and the execution period has not been more than five years, and he has been sentenced to probation, the probation period has not been more than five years, or he has been deprived of political rights because of a crime, and it has not been more than two years since the expiration of the probation period;

The execution period has expired within five years;

(3) Serving as a director or factory director of a company or enterprise undergoing bankruptcy liquidation,

(3) If a director or manager of a company or enterprise that is subject to bankruptcy liquidation is personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company, factory director, or general manager of the company or enterprise;

If the person is responsible for the bankruptcy liquidation of the company or enterprise, the

(4) He has been in charge of a company that has had its business license revoked or ordered to close due to violation of laws for less than three years;

If the company is the legal representative and bears personal responsibility, the company and the company Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

(4) It has not been more than three years since the date on which the business license was revoked or the company was ordered to close down due to violation of laws;

The legal representative of a closed company or enterprise and bears personal liability

(5) If a large amount of debt borne by an individual has not been paid off when due and is subject to the People's Law, the company or enterprise shall have no more than

The court listed him as a person subject to execution for breach of trust;

three years;

(6) Being banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired.

(5) A large amount of personal debt has not been paid off when due;

full; full;

(6) Being banned from the securities market by the China Securities Regulatory Commission;

(7) Being publicly determined by the stock exchange to be unfit to serve in a listed company and the period of time has not expired;

Directors, senior managers, etc., if the term has not expired;

(7) Other matters stipulated in laws, administrative regulations or departmental rules

(8) Other circumstances stipulated in laws, administrative regulations or departmental rules. his situation.

If a director is elected or appointed in violation of the provisions of this article, the election or appointment of a director or if a director is elected or appointed in violation of the provisions of this article, the election, appointment or

The appointment is invalid. If a director encounters the circumstances described in this article during his term of office, the company will terminate his appointment or his appointment will be invalid. This condition occurs during the director’s term of office

The performance of their duties shall be suspended.

If the situation is serious, the company shall relieve him of his duties.

Article 97 Directors shall be elected or replaced by the shareholders' meeting, and Article 100 Non-employee representative directors shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors shall be removed from their posts by the shareholders' meeting before the expiration of their term of office. Directors are elected for a three-year term and may be re-elected upon expiration of their term. Can be re-elected upon expiration.

The term of office of a director shall be calculated from the date of taking office until the current term of the Board of Directors. If the director's term of office expires and is not re-elected in time, the deadline shall be . If a director is not re-elected in time when his term of office expires, and before the re-elected director takes office, the original director shall still perform the provisions of the Articles of Directors and perform the duties of a director in accordance with the laws, administrative regulations, departmental rules, administrative regulations, departmental rules and these Articles of Association.

position.

Directors may be concurrently held by senior managers, but directors who concurrently hold the position of general manager or other senior managers, and directors who are employee representatives, shall not exceed one-half of the total number of directors who hold official positions but concurrently hold the position of general manager or other senior managers.

The total number of directors and directors held by employee representatives shall not exceed

There shall be one employee representative director among the members of the board of directors, and the employee representative director shall account for one-half of the total number of directors of the company.

The company's employees shall democratically elect or replace them through the employees' congress, workers' congress or other forms of democratic elections, and may be dismissed from their posts by the employees' congress before the expiration of the term without submitting it to the shareholders' meeting for review.

Article 98 Directors shall abide by laws, administrative regulations and the provisions of this Articles of Association. 101. Directors shall abide by laws, administrative regulations and the provisions of this Articles of Association. They have the following fiduciary obligations to the company: They shall take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.

(1) Do not use your authority to accept bribes or other illegal activities

income and shall not misappropriate the company's property; directors have the following fiduciary duties towards the company:

(2) Not to misappropriate company funds; (1) Not to misappropriate company property or misappropriate company funds;

(3) Company assets or funds shall not be opened and stored in his or her own name;

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

(4) Shall not violate the provisions of these Articles of Association, without the approval of the general meeting of shareholders;

(4) Failure to report to the board of directors or shareholders’ meeting and provide guarantee for others with company property in accordance with this Articles of Association;

It is stipulated that no party shall directly or indirectly be involved in

(5) The Company shall not enter into contracts or conduct transactions in violation of the provisions of these Articles of Association or without the approval of the general meeting of shareholders;

Will agree to enter into a contract or conduct transactions with the company;

(5) You shall not take advantage of your position to obtain benefits for yourself or others.

(6) Without the consent of the general meeting of shareholders, you shall not use your position to exploit the company's business opportunities, except for reporting to the board of directors or the shareholders' meeting and seeking for the benefit of the shareholders' meeting to seek business opportunities that should belong to the company for yourself or others, or the company operates itself or operates similar business to the company for others in accordance with laws, administrative regulations or these Articles of Association; except for those who cannot take advantage of the business opportunities;

(7) Not to accept commissions from transactions with the company for personal use; (6) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the shareholders' meeting, they are not allowed to operate business similar to that of the company for themselves or for others;

(8) Company secrets shall not be disclosed without authorization;

(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;

(9) Shall not use its affiliated relationships to harm the interests of the company;

(8) No unauthorized disclosure or divulgation of company secrets;

(10) Laws, regulations, departmental rules and the provisions of this Articles of Association

other duties of loyalty. (9) Shall not use its affiliated relationships to harm the interests of the company;

The income earned by directors in violation of the provisions of this article shall belong to the company (10) It shall be owned by him as stipulated in laws, administrative regulations, departmental rules and these articles of association; if any loss is caused to the company, he shall bear liability for compensation. His duty of loyalty.

The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.

The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.

Article 101 A director may resign before the expiration of his term. Article 104 A director may resign before the expiration of his term. Director resigned. Directors who resign shall submit a written resignation report to the board of directors. Directors shall submit a written resignation report to the company, and the company shall notify the company on the date of receipt of the resignation report. The board of directors will disclose the relevant situation within 2 days. The resignation will take effect and the company will disclose the relevant situation within two trading days. If the number of members on the company's board of directors falls below the statutory minimum due to the resignation of a director, during re-election, if the number of members on the company's board of directors falls below the statutory minimum due to the resignation of a director,

Before the outgoing director takes office, the original director shall still comply with laws, administrative regulations, department headcount reduction, or the board of directors or its professional

Perform the duties of a director in accordance with the provisions of the department rules and these Articles of Association.

The proportion of independent directors on the committee does not comply with legal and administrative requirements.

regulations, departmental rules and the provisions of this Articles of Association, or independent directors

When there is a shortage of accounting professionals, before the re-elected directors take office,

The original directors shall still act in accordance with laws, administrative regulations, departmental rules and

This Articles of Association stipulates that directors shall perform their duties.

Except for the circumstances listed in the preceding paragraph, a director shall resign from his office upon the submission of his resignation report.

Effective upon reaching the board of directors. Under the above circumstances, if a director proposes to resign,

The company should complete the by-election within sixty days to ensure that the board of directors and its

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

The composition of the special committee complies with laws, administrative regulations and departmental rules

and the provisions of this Charter.

Article 102 When a director's resignation takes effect or his term of office expires, Article 105 The company shall establish a director resignation management system to clarify that the fiduciary obligations borne by directors who have not completed all handover procedures to the board of directors, the fulfillment of public commitments to the company and shareholders, and other unfulfilled matters will not be automatically terminated after the end of the term. When a director's resignation takes effect or his term expires, he must complete the transfer to the board of directors and the transfer shall remain effective six months after the end of his term. The obligation of loyalty to the company and shareholders will not be automatically terminated after the end of the term of office, but will remain valid for two years from the date of resignation or expiration of the term of office. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation. A director's obligation to keep the company's trade secrets confidential survives the end of his or her term of office until the secret becomes public information. The duration of other obligations shall be determined based on the principle of equity, depending on the length of time between the occurrence of the event and departure from office, and the circumstances and conditions under which the relationship with the company ends.

Newly added Article 106: The shareholders' meeting may resolve to dismiss non-employee representative directors, and the dismissal shall take effect on the date the resolution is made.

If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.

Article 104 Directors violate the law when performing company duties. Article 108 If a director causes damage to others while performing company duties and causes damage to others in accordance with laws, administrative regulations, departmental rules or these Articles of Association, the company shall be liable for compensation; if the director commits intentional or gross negligence and the company causes losses, he shall bear liability for compensation. They should also be held liable for compensation.

If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.

Article 106 The company shall establish a board of directors, which shall be responsible for the general meeting of shareholders. Article 109 The company shall establish a board of directors, which shall be responsible for the nine-member board of directors. It consists of three independent directors and one employee representative director. The board of directors consists of a chairman and a vice chairman. The Chairman and Vice Chairman shall consist of directors. Article 107 The Board of Directors shall consist of nine directors, among whom

shall be elected by a majority of all directors.

Includes three independent directors. The board of directors shall have a chairman and deputy directors

A director.

Article 108 The Board of Directors shall exercise the following powers: Article 110 The Board of Directors shall exercise the following powers:

(1) Responsible for convening the shareholders’ meeting and reporting to the shareholders’ meeting (1) Convening the shareholders’ meeting and reporting work to the shareholders’ meeting;

reporting work;

(2) Implement the resolutions of the shareholders’ meeting;

(3) Decide on the company’s business plan and investment plan;

…

(4) Formulate the company’s annual financial budget plan and final accounts

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Plan; (15) Other powers granted by laws, administrative regulations, departmental rules, these Articles of Association or the shareholders' meeting.

…

Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.

(16) Decide that the company shall

Situations specified in Items (3), (5) and (6)

Matters concerning the acquisition of shares of the company;

(17) Laws, administrative regulations, departmental rules or this chapter

Cheng's other powers.

The company's board of directors has established an audit committee, strategy and ESG committee

committee, nomination committee, remuneration and appraisal committee and other relevant professionals

door committee. Special committees shall be responsible to the Board of Directors, in accordance with this Chapter

To perform duties authorized by the Cheng and the Board of Directors, proposals shall be submitted to the Board of Directors

Review and decide. The members of the special committee shall all be composed of directors.

Audit Committee, Nomination Committee, Remuneration and Appraisal Committee

Independent directors account for the majority and serve as convener, and the audit committee consists of

Directors shall be directors who do not serve as senior managers of the company, and

Accounting professionals among independent directors serve as conveners. board of directors

Responsible for formulating work procedures of special committees and standardizing special committees

operation.

Matters beyond the scope of authorization of the general meeting of shareholders shall be submitted to the shareholders’ meeting

reviewed by the Eastern Conference.

Article 110 The Board of Directors formulates the Rules of Procedure for the Board of Directors. Article 112 The Board of Directors formulates the Rules of Procedure for the Board of Directors to ensure that the Board of Directors implements the resolutions of the Shareholders' Meeting, improves work efficiency, and ensures the efficiency of scientific decision-making. Policy.

These rules stipulate the convening and voting procedures of the board of directors. The rules of procedure of the board of directors are drafted by the board of directors and approved by the shareholders' meeting.

Article 111... Article 113...

In addition to the transaction matters that should be reviewed by the shareholders' meeting in accordance with these Articles of Association, the following transaction matters should be reviewed by the board of directors: Transaction matters should be reviewed by the board of directors:

(1) The total assets involved in the transaction (if there are book values and appraised values at the same time, whichever is higher) account for more than 10% of the company's most recent audited total assets; or more;

(2) The transaction amount of the transaction (including the debt assumed and (2) The net assets (and expenses) involved in the transaction object (such as equity) account for 10% of the listed company’s latest audited net assets. The book value and the appraisal value, whichever is higher) account for the company’s latest audited net assets.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

or above, and the absolute amount exceeds 10 million yuan; accounts for more than 10% of the net assets, and the absolute amount exceeds 10 million yuan;

(3) The profit generated from the transaction accounts for more than 10% of the listed company's most recent audited net assets, and the absolute amount exceeds 1 million yuan; 10 million yuan;

(4) The subject matter of the transaction (such as equity) is in the most recent accounting year;

more than 10% of the audited operating income, and the absolute amount exceeds

(5) The transaction object (such as equity) is related to 10 million yuan in the most recent fiscal year; the operating income accounts for 10% of the company’s audited operating income in the most recent fiscal year

(5) The transaction target (such as equity) accounts for more than 10% of the latest accounting, and the absolute amount exceeds 10 million yuan;

The annual related net profit accounts for the listed company’s most recent fiscal year

(6) The transaction target (such as equity) accounts for more than 10% of the relevant audited net profit in the most recent fiscal year, and the absolute amount exceeds 100

The net profit accounts for 10% of the company's audited net profit in the most recent fiscal year and exceeds 10,000 yuan.

, and the absolute amount exceeds 1 million yuan.

(6) The amount of transactions between the company and related legal persons is within

(7) Transactions between the company and related legal persons (or other organizations) exceed 3 million yuan, and account for the company’s latest audited net assets

Related party transactions with an amount (including debts and expenses assumed) of more than 3 million yuan and accounting for more than 0.5% of the public absolute value, or the company and related parties

The related-party transactions involving more than 0.5% of the absolute value of the company's latest audited net assets are related-party transactions involving natural persons with a transaction amount of more than 300,000 yuan.

items, or the amount of transactions between the company and related natural persons (including debt transactions undertaken).

related-party transactions (services and expenses) exceeding RMB 300,000.

If the data involved in the above indicators is negative, take its absolute value.

If the data involved in the above indicators is negative, its absolute value is used for calculation. calculate.

…

Article 113 The board of directors shall have one chairman and one deputy director. Delete

There is only one person in charge. The Chairman and Vice Chairman are elected by the Board of Directors as a whole

elected by a majority.

Article 117 Shareholders representing one-tenth or more of the voting rights Article 118 Shareholders representing more than one-tenth of the voting rights, three-thirds of shareholders, more than one-third of the directors or the board of supervisors may propose that more than one-tenth of the directors or the audit committee convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall hold a meeting after receiving the proposal. The chairman of the board of directors shall convene and preside over the board of directors meeting within ten days after receiving the proposal. meeting.

Article 118 A temporary meeting of the Board of Directors shall be convened. Article 119 A temporary meeting of the Board of Directors shall be convened and the meeting notice shall be sent by mail, fax or other means three days in advance.

Article 121 Directors and matters resolved at the board of directors meeting Article 122 If a director has an affiliated relationship with an enterprise involved in an item resolved at a board of directors meeting, and shall not have an affiliated relationship with the enterprise or individual subject to the resolution, the director shall report to the board of directors in a timely manner.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

When exercising voting rights, he shall not exercise voting rights on behalf of other directors. Written report. Affiliated directors are not allowed to exercise voting rights on this resolution. If the board meeting is attended by more than half of the unrelated directors, they are not allowed to exercise voting rights on behalf of other directors. The board meeting can be held with more than half of the votes cast. The resolutions passed at the board meeting can only be held with the presence of unrelated directors. The resolutions made at the board of directors meeting must be passed by more than half of the votes cast. The number of unrelated directors attending the board of directors shall not be approved by more than half of the unrelated directors. If three unrelated persons attend the board meeting, the matter shall be submitted to the general meeting of shareholders for consideration. If the number of related directors is less than three, the matter shall be submitted to the shareholders' meeting for review.

Article 122 The resolution of the Board of Directors shall be made by a show of hands or by a show of hands. Article 123 The Board of Directors may use a registered vote on site or by communication or other methods recommended by the chairperson of the meeting. On the premise of ensuring that directors can fully express their opinions, a show of hands may be used for voting. Voting and making resolutions shall be conducted by voting, registered voting, fax, countersignature or other methods approved by the board of directors, and shall be signed by the participating directors.

Extraordinary meetings of the board of directors are held to ensure that directors can fully express their opinions.

Under the premise, you can use video network conference, telephone conference or other

The meeting shall be conducted and resolutions shall be made and signed by the participating directors.

Article 124 The Board of Directors shall record the matters discussed at the meeting. Article 125 The Board of Directors shall record the decisions on the matters discussed at the meeting. The directors who attended the meeting shall sign the minutes of the meeting. The directors who attended the meeting and the board secretary responsible for recording shall sign the minutes. The book should be signed on the meeting minutes.

… …

New Section 3 Independent Directors

Article 127 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.

Article 128 Independent directors must maintain their independence. The following persons are not allowed to serve as independent directors:

(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;

(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;

(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;

(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;

(5) With the company and its controlling shareholders, actual controllers or their respective Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Personnel who have significant business dealings with affiliated enterprises, or persons who serve in units with significant business dealings and their controlling shareholders or actual controllers;

(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;

(7) Persons who have had the circumstances listed in items 1 to 6 in the past twelve months;

(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association. The subsidiaries of the company's controlling shareholders and actual controllers in items 4 to 6 of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.

Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.

Article 129 To serve as an independent director of a company, one must meet the following conditions:

(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;

(2) Meet the independence requirements stipulated in this Articles of Association;

(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;

(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;

(5) Have good personal moral character and have no bad records such as major breach of trust;

(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.

Article 130 As a member of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:

(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed; meeting materials of the first extraordinary general meeting of shareholders of Zhejiang Shouxiangu Pharmaceutical Co., Ltd. in 2025

(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;

(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;

(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

Article 131 Independent directors shall exercise the following special powers:

(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;

(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;

(3) Proposing to convene a board meeting;

(4) Publicly solicit shareholder rights from shareholders in accordance with the law;

(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;

(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors.

If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.

Article 132 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 of the acquired listed company regarding the acquisition;

(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

Article 133 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.

The company holds special meetings of independent directors regularly or irregularly. This Articles of Association Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Matters listed in items (1) to (3) of paragraph 1 of Article 131 and Article 132 shall be reviewed by special meetings of independent directors.

Special meetings of independent directors can study and discuss other matters of the company as needed.

Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.

Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.

The company provides convenience and support for the convening of special meetings of independent directors.

Added Section 4 Special Committees of the Board of Directors

Article 134 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.

Article 135 The Audit Committee shall consist of three members, who are directors who do not hold senior management positions in the company, including two independent directors, and an accounting professional among the independent directors shall serve as the chairman (convener).

Article 136 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:

(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;

(2) Appoint or dismiss the accounting firm that handles the company’s audit business;

(3) Appoint or dismiss the company’s financial director;

(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;

(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

Article 137 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. The audit committee meeting must have more than two-thirds of the members. Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Held upon attendance.

Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.

The voting on resolutions of the Audit Committee shall be one person, one vote.

The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.

The working procedures of the Audit Committee are formulated by the Board of Directors.

Article 138 The company's board of directors shall set up the Strategy and ESG Committee, the Nomination Committee, the Remuneration and Appraisal Committee and other relevant special committees to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. Among them, the audit committee, the nomination committee, the remuneration and appraisal committee shall have a majority of independent directors, and the independent directors shall serve as the conveners. The members of the special committee are all directors, and the working procedures of the special committee are formulated by the board of directors.

Article 139 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:

(1) Nominate or appoint or remove directors;

(2) Appoint or dismiss senior managers;

(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.

Article 140 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:

(1) Remuneration of directors and senior managers;

(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;

(3) Arrangements of directors and senior managers in subsidiaries to be spun off

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

stock ownership plan;

(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.

If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.

Article 141 The Strategy and ESG Committee is mainly responsible for the company’s long-term development strategy, major investment decisions, sustainable development and ESG governance.

Conduct research and make recommendations to the Board of Directors.

Chapter 6 General Manager and Other Senior Management Personnel Chapter 6 Senior Management Personnel

Article 126 The company shall have a general manager, who shall be appointed by the directors. Article 142 The company shall have a general manager, whose appointment or dismissal shall be decided by the board of directors. Appointment or dismissal.

The company has several deputy general managers, who are appointed or dismissed by the board of directors. The company has four deputy general managers and one financial officer, who are appointed or dismissed by the board of directors. Appointment or dismissal.

Company general manager, deputy general manager, financial officer, director

The secretary of the meeting and other senior management personnel identified by the board of directors are

senior managers of the company.

Article 127 Article 96 of the Articles of Association deals with the situations in which the directors are not allowed to serve as directors and the situations in which they are disqualified from serving as directors. Article 143. The Articles of Association also apply to senior managers. The provisions of the job management system also apply to senior managers.

Article 98 of the Articles of Association stipulates the directors’ duties of loyalty and Article 99 of the Articles of Association regarding the duties of loyalty and diligence of directors, while the provisions of Items (4) to (6) of Article 99 regarding the duty of diligence are applicable to senior managers.

stipulates that it also applies to senior managers.

Article 134 The deputy general manager shall be appointed by the board of directors to assist the general manager. Article 150 The deputy general manager and financial controller shall be appointed by the board of directors to assist the general manager in his work. Assist the general manager in his work.

Article 136 Senior managers perform company duties Article 152 If senior managers violate laws, administrative regulations, departmental rules or these Articles of Association and cause damage when performing company duties and provide services to others, the company will bear liability for compensation; senior managers who cause losses to the company due to unreasonable provisions shall bear liability for compensation. Those who are careless or grossly negligent shall also be liable for compensation.

If senior managers violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company, they shall bear the responsibility.

Liability.

Chapter 7 Board of Supervisors Delete

Article 155... Article 157...

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

If the shareholders' meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and the shareholders' meeting violates the Company Law and distributes profits to shareholders before withdrawing statutory reserve funds, the shareholders must return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders must return the profits distributed in violation of the regulations to the company. The responsible directors and senior managers shall bear liability for compensation. The company's shares held by the company will not participate in the distribution of profits. The company's shares held by the company will not participate in the distribution of profits.

Article 156 The company's reserve fund is used to make up for the company's losses, the company's losses, to expand the company's production and operations, or to increase the company's registered capital and other relevant state capital and other relevant national laws and regulations. However, the scope of use is permitted by laws and regulations.

Yes, the capital reserve will not be used to make up for the company's losses.

To make up for the company's losses with the public reserve fund, first use the discretionary public reserve fund and statutory public reserve fund to convert the statutory public reserve fund into capital. If the reserve fund still cannot be made up, the capital public reserve fund can be used in accordance with regulations. The capital will be no less than 20% of the company's registered capital before the transfer.

When the statutory public reserve is converted to increase the registered capital, the remaining reserve shall be V.

The capital will be no less than 25% of the company's registered capital before the transfer.

Article 158 The specific policy of the company’s profit distribution is as follows. Article 160 The specific policy of the company’s profit distribution is as follows:

(1) Form of profit distribution: The company adopts cash, stocks or cash

(1) Form of profit distribution: The company distributes dividends in the form of a combination of cash, stock capital and stocks. It gives priority to distribute dividends in the form of cash dividend tickets or a combination of cash and stocks, and distributes profits in a priority manner. If conditions permit, the company may distribute profits in the form of cash dividends in the medium term. Conditional profit distribution.

Under such circumstances, the company can make mid-term profit distribution.

When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to the company's shareholders during the corresponding period. The board of directors formulates a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.

…

Article 164 The Company implements an internal audit system, with the following provisions: Article 166 The Company implements an internal audit system, clarifies the internal audit staff, and specifies the leadership structure, responsibilities and authority, staffing, funding guarantees, and internal audit supervision for the company's financial revenue and expenditure and economic activities. Application of accounting results and accountability, etc.

Article 165 The Company’s Internal Audit System and Audit The Company’s internal audit system shall be implemented upon approval by the Board of Directors and shall be disclosed to the public. The duties of personnel shall be implemented after approval by the board of directors. Audit responsibility

The responsible person shall be responsible and report to the Board of Directors.

New Article 167: The company's internal audit institution shall supervise and inspect the company's business activities, risk management, internal control, financial information and other matters. The internal audit institution shall maintain independence and be equipped with full-time auditors. It shall not be placed under the leadership of the financial department, or work together with the financial department.

Article 167 The company’s internal audit institution shall monitor the company’s business activities,

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Supervise and inspect risk management, internal control, financial information and other matters. The internal audit institution shall maintain independence and be equipped with full-time auditors. It shall not be placed under the leadership of the financial department, or work together with the financial department.

Article 168 The internal audit institution shall be responsible to the board of directors. The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.

Article 169 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.

Article 170 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.

Article 171 The Audit Committee shall participate in the assessment of the person in charge of internal audit.

Article 167 The company must hire an accounting firm. Article 173 The company's appointment and dismissal of an accounting firm must be decided by the shareholders' meeting. The board of directors shall not make a decision at the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision. Previously appointed accounting firm.

Article 174 Notice of the Company's meeting of the Board of Directors Article 180 Notice of the Company's meeting of the Board of Directors shall be delivered by hand, by mail, by fax, or by other means stipulated in the "Board of Directors' Meetings, Mail, Fax, Electronic Delivery (Including Email, WeChat, etc.)" or other methods specified in the Rules. or other methods stipulated in the "Rules of Procedure of the Board of Directors".

Article 175 Notice of meeting of the company’s board of supervisors Delete

Notice shall be sent by hand, mailed, faxed or "Supervisory Board Meeting Proceedings"

Other methods specified in the Rules.

Article 176 If a company notice is sent by a special person, the date of delivery shall be deemed as the date of delivery. If a company notice is sent by mail, the person to be served shall sign (or stamp) the delivery receipt. date; if the company notice is sent by mail, the seventh working day from the date of delivery to the post office shall be the delivery date; the official business day shall be the delivery date; if the company notice is sent by way of announcement, if the first company notice is sent by way of announcement, the date of publication of the first announcement shall be the date of delivery. The company's notice will be sent by fax or email on the delivery date. If the company's notice is sent by fax, the date of receipt is the day when the fax or email is sent.

The day of delivery (if the day of delivery is not a business day, it will be the day after the day of delivery)

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

first business day) is the date of receipt.

Newly added Article 185 If the price paid for a company merger does not exceed 10% of the company's net assets, it may be done without a resolution of the shareholders' meeting, unless otherwise provided in these articles of association.

If a company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.

Article 180 When a company merges, the parties to the merger shall sign a merger agreement. Article 186 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. Prepare a public agreement and prepare a balance sheet and property list. The company shall notify the creditors within ten days from the date of making the merger resolution, and shall notify the creditors within ten days from the date of the resolution, and shall notify the designated person within thirty days, and shall make an announcement in the designated newspaper within thirty days. Creditor: Announcement in newspapers or the national enterprise credit information publicity system. The creditor may require the company to repay its debts or provide corresponding guarantees within 30 days from the date of the announcement, or within 30 days from the date of the announcement if the creditor has not received the notice. services or provide corresponding guarantees.

Article 182 If a company is divided, its property shall be divided accordingly. Article 188 If a company is divided, its property shall be divided accordingly. segmentation.

When a company is divided, a balance sheet and property list must be prepared. The company should

When a company is divided, a balance sheet and property list must be prepared. Creditors shall be notified within ten days from the date of making the separation resolution, and on the 30th, the company shall notify creditors within ten days from the date of the separation resolution and make an announcement in a designated newspaper or the national enterprise credit information publicity system. person, and make an announcement in a designated newspaper within thirty days.

Article 184 When a company needs to reduce its registered capital, it must prepare a balance sheet and property list. Balance sheet and property inventory.

The company shall notify creditors within ten days from the date when the shareholders' meeting makes a resolution to reduce registered capital, and shall notify creditors within thirty days in a designated newspaper, and shall make an announcement in a designated newspaper or state enterprise within thirty days. The creditor shall make an announcement on the Credit Information Publicity System within thirty days from the date of receipt of the notice. Creditors have the right to request the company to pay off debts or provide corresponding guarantees within 45 days from the date of announcement. Require the company to pay off debts or provide corresponding guarantees.

The company's registered capital after capital reduction will not be less than the legal minimum. When a company reduces its registered capital, it should be limited in proportion to the proportion of shares held by shareholders. The amount of capital contribution or shares shall be reduced, unless otherwise provided by law or these Articles of Association.

Newly added Article 191: If the company still has losses after making up for its losses in accordance with the provisions of Article 157, Paragraph 2 of these Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.

If the registered capital is reduced in accordance with the provisions of the preceding paragraph, Article 100 of this Article shall not apply.

Article 89, Paragraph 2, provided that the shareholders’ meeting shall make a decision to reduce the registered capital.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

This resolution shall be announced in a designated newspaper or on the national enterprise credit information publicity system within thirty days from the date of the resolution.

After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.

Article 192 If the registered capital is reduced in violation of the Company Law and other relevant provisions, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

Article 193 When the company issues new shares to increase its registered capital, shareholders shall not enjoy preemptive subscription rights unless otherwise provided for in the Articles of Association or by resolution of the shareholders’ meeting.

Except for fixed shareholders who enjoy preemptive rights.

Article 186 The company is dissolved for the following reasons: Article 195 The company is dissolved for the following reasons:

(1) The business period stipulated in these Articles of Association expires or other reasons for dissolution occur;

(2) The shareholders’ meeting resolves to dissolve; (2) The shareholders’ meeting resolves to dissolve;

(3) Dissolution is required due to merger or division; (3) Dissolution is required due to merger or division of the company;

(4) The business license has been revoked, ordered to close, or revoked; (4) The business license has been revoked, ordered to close, or revoked; revoked;

(5) The company encounters serious difficulties in its operation and management, and its continued existence will cause the shares to

(5) If the company encounters serious difficulties in its operation and management, causing heavy losses to the surviving shareholders' interests, which cannot be resolved through other means, holding a public company will cause heavy losses to the shareholders' interests. Shareholders who have lost more than 10% of the voting rights through other means may request the people's court to dissolve the company.

shareholders can request the People's Court to dissolve the company.

If the company encounters the reasons for dissolution specified in the preceding paragraph, it shall dissolve the company within ten days.

The reasons shall be publicized through the National Enterprise Credit Information Publicity System.

Article 187 If a company falls under the circumstances of Item (1) of Article 195 of Article 6 of these Articles of Association, it can continue to exist if the circumstances of Item (1) and (2) of Article 195 of this Article have not been distributed to shareholders. It can continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.

Modification of these Articles of Association in accordance with the provisions of the preceding paragraph must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. approved by more than two-thirds of the voting rights held by shareholders attending the meeting

Passed.

Article 188 The Company is in violation of Article 180 of the Articles of Association.

If the company is dissolved under the provisions of Item (5), it shall be liquidated when the reasons for dissolution arise. Directors are the liquidation obligors of the company and must be

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

A liquidation team will be established within fifteen days from the date of the announcement and liquidation will begin. A liquidation team shall be formed to carry out liquidation within fifteen days from the date of occurrence of the cause.

The composition of directors or personnel determined by the general meeting of shareholders. Not established after the expiry date

The liquidation committee shall be composed of directors. However, if the Articles of Association provide otherwise or the liquidation committee of the shareholders' meeting conducts liquidation, the creditors may apply to the People's Court for instructions.

Except for those who decide to elect another person.

Appoint relevant personnel to form a liquidation team to carry out liquidation.

If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.

Article 190 The liquidation team shall notify creditors within 10 days from the date of establishment. Article 199 The liquidation team shall notify creditors within 10 days from the date of establishment, and publicize the creditors in designated newspapers within 60 days, and publish the credit notices in designated newspapers or national enterprise credit reports within 60 days. The creditor shall make an announcement in the information disclosure system within thirty days from the date of receipt of the notice. Creditors shall declare their claims to the liquidation group within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the creditor has not received the notice, or within 45 days from the date of announcement if the creditor has not received the notice. The group declares its claims.

… …

Article 192: After liquidating the company's property and preparing the asset-liability balance sheet and property list, the liquidation team discovers that the company's property is insufficient to pay off its debts. If the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law. Apply to the People's Court for bankruptcy liquidation.

After the company is declared bankrupt by the People's Court, the liquidation team shall transfer the liquidation affairs to the People's Court. Submit it to the bankruptcy administrator designated by the People's Court.

Article 193 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report and submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and make an announcement to apply for cancellation of company registration.

Company Termination.

Article 194 Members of the liquidation team shall be loyal to their duties. Article 203 Members of the liquidation team shall perform their liquidation duties and shall perform their liquidation obligations with loyalty and in accordance with the law. duty and diligence.

If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to creditors intentionally or due to gross negligence, they shall be liable for compensation.

Article 201 Interpretation Article 209 Interpretation

(1) Controlling shareholders refer to shareholders whose ordinary shares (including preferred shares of a joint-stock company whose voting rights are restored) account for more than 50% of the company's total capital stock; or shareholders whose shares hold more than 10%; or shareholders whose shares hold less than 10% but do not exceed 50%, but whose voting rights they hold are sufficient. Shareholders who are sufficient to have a significant influence on the resolutions of the shareholders' meeting.

Shareholders who have a significant influence on the resolutions of the general meeting of shareholders.

(2) Actual controller refers to the person who controls the company through investment relationship, agreement or other

(2) Actual controller refers to a natural person, legal person or other person who, although not a shareholder of the company, can actually control the behavior of the company through other arrangements, but can actually control the company through investment relationships, agreements or other arrangements.

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

A person who governs the conduct of a company. organize.

(3) Related relationships refer to the company’s controlling shareholders, actual controllers, controllers, directors, supervisors, senior managers and their direct or indirect control of enterprises, as well as other relationships that may lead to public relations and may lead to the transfer of the company’s interests. However, there are other relationships in which the interests of the country are transferred. However, enterprises controlled by state-controlled entrepreneurs are related not only because they are controlled by the state. Tie.

Article 203. This Articles of Association is written in Chinese. Article 211. This Articles of Association is written in Chinese. If there is any ambiguity between the Articles of Association and the Articles of Association in any other language or different versions, the Chinese version of the Articles of Association that has been most recently approved and registered by the Zhejiang Provincial Administration for Market Supervision and Industry and Commerce shall prevail.

The process shall prevail.

Article 204 The terms "above", "within" and "within" used in this Article 212 The terms "above", "within", "not below" and "not more than" in this Article include the original number; "less than" and "more than" include the original number; "over", "beyond", "under", "more than", "outside", "under", "more than", "over", "over" and "over" do not include the original number.

This number is not included.

Except for the revision of the above clauses, there are no substantive revisions to other clauses in the Articles of Association. No substantive revisions

The clauses include the serial number of clauses in the Articles of Association, the serial numbers of other clauses quoted in the text, clause numbers, and punctuation.

Symbol adjustment, directory adjustment, as well as the relevant terms and descriptions in which "Shareholders' Meeting" is adjusted to "Shareholders' Meeting", "Board of Supervisors" and "Supervisors" are deleted, or "Board of Supervisors" is adjusted to "Audit Committee" in accordance with the provisions of the "Company Law"

The above-mentioned modifications of words shall not affect the meaning of the terms. Because they do not involve substantive changes, some revisions are not listed item by item. The full text of the revised "Articles of Association" was disclosed on the website of the Shanghai Stock Exchange on August 28, 2025

(www.sse.com.cn).

At the same time, apply to authorize the company's management and relevant personnel to handle industrial and commercial change registration, articles of association filing and other related matters.

Appropriate. The above changes are ultimately subject to the approval of the registration authority.

The above proposals are invited to be reviewed by shareholders.

Requester: Board of Directors of Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

September 18, 2025

Zhejiang Shouxiangu Pharmaceutical Co., Ltd. 2025 First Extraordinary General Meeting of Shareholders Meeting Materials

Proposal 2:

Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

Proposal on amending some corporate governance systems

Dear shareholders:

In accordance with the relevant requirements of the latest laws, regulations and normative documents such as the latest "Company Law of the People's Republic of China", "Measures for the Administration of Independent Directors of Listed Companies", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", the company plans to make corresponding revisions to the following governance systems based on this revision of the "Articles of Association" and the actual situation.

Whether to submit stock serial number System name Type

2.1 Rules of Procedure for the Shareholders’ Meeting reviewed by the General Meeting of the Board of Directors Revision Yes

2.2 Implementation Rules of Cumulative Voting System Revised Yes

2.3 Rules of Procedure of the Board of Directors Revision Yes

2.4 Working system of independent directors Revised Yes

2.5 Shouxiangu Directors and Senior Management Remuneration Management System Revised Yes

2.6 Related party transaction management system Revised Yes

2.7 External Guarantee Management System Revised Yes

2.8 System to prevent controlling shareholders and related parties from occupying company funds Revised Yes

2.9 Raised funds management system Revised Yes

2.10 Working Rules of Special Meeting of Shouxiangu Independent Directors Revised Yes

2.11 Accounting Firm Selection System Revised Yes

2.12 Foreign Investment Management System Revised Yes

The full text of the revised relevant system was disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on August 28, 2025.

The above proposals are invited to be reviewed by shareholders.

Requester: Board of Directors of Zhejiang Shouxiangu Pharmaceutical Co., Ltd.

September 18, 2025