Rules of Procedure of the Strategy Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd. (revised in August 2025)
Rules of Procedure of the Strategy Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd.
(Revised August 2025)
Rules of Procedure of the Strategy Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to meet the strategic development needs of Beijing Innotek Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), enhance the company's core competitiveness, improve investment decision-making procedures, strengthen the scientific nature of decision-making, improve the quality of decision-making, and improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Guidelines for the Governance of Listed Companies", The "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Administrative Measures for Independent Directors of Listed Companies" and "Articles of Association of Beijing Innotek Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations formulate these rules of procedure.
Article 2 The Strategy Committee is a special committee under the Board of Directors and is responsible to the Board of Directors. The main responsibilities are to research and make suggestions on the company's long-term development strategies and major investment decisions.
Chapter 2 Personnel Composition
Article 3 The Strategy Committee shall consist of three directors, including at least one independent director.
Article 4 The members of the Strategy Committee shall be nominated by the Chairman of the Board, more than half of the independent directors, or more than one-third of all directors, and shall be elected by the Board of Directors. There shall be a chairman (convener) who shall be elected by the Strategy Committee and submitted to the Board of Directors for approval, and shall be responsible for presiding over the work of the Committee.
Article 5 The term of office of the Strategy Committee shall be consistent with the term of the Board of Directors. Members may be re-elected upon expiration of their term. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the committee will replenish the number of members in accordance with the provisions of Articles 3 to 4 above.
Rules of Procedure of the Strategy Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd.
Article 6 The Office of the Board of Directors is responsible for providing professional support and comprehensive services to the Strategy Committee.
Chapter 3 Responsibilities and Permissions
Article 7 The main responsibilities of the Strategy Committee:
(1) Understand the domestic and foreign economic development situation, industry development trends, and national and industry policy orientations; conduct research and make suggestions on the company's long-term development strategic planning and development direction;
(2) Evaluate the company’s strategic plans, development goals, business plans, and execution processes;
(3) Research and make recommendations on major investment and financing plans that are subject to approval by the board of directors as stipulated in the Articles of Association;
(4) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the board of directors as stipulated in the Articles of Association;
(5) Conduct research and make suggestions on other major matters affecting the company’s development;
(6) Inspect the implementation of the above matters;
(7) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, provisions of the Shanghai Stock Exchange, the Articles of Association or authorized by the board of directors.
The Strategy Committee is responsible to the Board of Directors and performs its duties in accordance with the Articles of Association and the authorization of the Board of Directors. The Strategy Committee’s proposals are submitted to the Board of Directors for review and decision. If the board of directors fails to adopt the recommendations of the strategy committee or does not fully adopt them, it shall record the opinions of the strategy committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Chapter 4 Committee Meeting
Rules of Procedure of the Strategy Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd.
Article 8 The Strategy Committee convenes irregular meetings every year based on actual needs. When two or more members of the Strategy Committee propose it, or when the chairman of the Strategy Committee deems it necessary, an ad hoc meeting may be held. When independent directors pay attention to major company matters within the scope of the Strategy Committee's responsibilities while performing their duties, they may promptly submit them to the Strategy Committee for discussion and review in accordance with procedures.
In principle, the company shall notify all members and provide relevant materials and information no later than three days before the meeting of the Strategy Committee. The meeting shall be chaired by the chairman. If the chairman is unable to attend, he may entrust other independent directors to chair the meeting. If the situation is urgent and a meeting needs to be held as soon as possible, the meeting notice can be given by phone or other oral means at any time.
Article 9 A meeting of the Strategy Committee must be held when more than two-thirds of the members are present. Each member has one vote. Resolutions made at the meeting must be passed by more than half of all members.
Article 10 If a member is unable to attend for any reason, he may entrust another member in writing to attend on his behalf. The power of attorney shall state the name of the agent, matters of agency, authority and validity period, and shall be signed or sealed by the principal. The member who attends the meeting on his behalf shall exercise the rights of the entrusted member within the scope of authorization.
Among them, independent directors should attend the meeting in person. If they are unable to attend the meeting in person for some reason, they should review the meeting materials in advance, form clear opinions, and entrust other independent directors in writing to attend on their behalf.
Article 11 If a member of the Strategy Committee neither attends the meeting in person nor entrusts another member to attend the meeting on his behalf, he shall be deemed to have failed to attend the meeting. If a member of the Strategy Committee fails to attend two consecutive meetings, he will be deemed to be unable to properly perform his duties and the board of directors may remove him from office. Rules of Procedure of the Strategy Committee of the Board of Directors of Beijing Innotek Biotechnology Co., Ltd.
Article 12 The voting method of the meeting is a show of hands or a vote, and voting by communication can also be adopted.
Article 13 The strategy committee meeting may invite the company's directors, senior managers and other relevant personnel to attend the meeting.
Article 14 The Strategy Committee may require the company to explain relevant matters and provide relevant information. Includes:
(1) Intentions on major investments, financing, capital operations, asset management projects, preliminary feasibility reports, and basic information on partners reported by the relevant departments of the company or the person in charge of the holding (shareholding) company;
(2) Information such as external agreements, contracts, articles of association, feasibility reports, and negotiation status conducted by the company's relevant departments or holding (shareholding) enterprises.
Article 15 When the Strategy Committee deems it necessary, it may hire an intermediary agency to provide professional advice for its decision-making, and the fees shall be paid by the company.
Article 16 When the Strategy Committee meets to discuss issues related to committee members, the parties concerned shall recuse themselves.
Article 17 The convening procedures, voting methods and resolutions adopted at the meeting of the Strategy Committee must comply with the provisions of relevant laws and regulations, the Articles of Association and these Rules of Procedure. In principle, the meeting shall be held on-site. On the premise of ensuring that all participating committee members can fully communicate and express their opinions, the meeting may be held by video, telephone or other means in accordance with the procedures when necessary.
Article 18 Minutes of the Strategy Committee meeting shall be prepared, and the opinions of independent directors shall be stated in the meeting minutes.
Members attending the meeting shall sign the minutes of the Strategy Committee meeting. The minutes of the meeting shall be kept by the Secretary of the Board of Directors of the Beijing Innotek Biotechnology Co., Ltd. Strategy Committee Rules of Procedure of the Board of Directors, and shall be kept for no less than ten years.
Article 19 Members attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter 5 Supplementary Provisions
Article 20 The term "above" in these rules of procedure includes the original number, and the words "more than" and "less than" do not include the original number.
Article 21 Any matters not covered in these Rules of Procedure, or that conflict with laws, regulations, normative documents and the Articles of Association shall be governed by the relevant provisions of the relevant laws, regulations, normative documents and the Articles of Association.
Article 22 These Rules of Procedure shall come into effect on the date they are reviewed and approved by the Board of Directors.
Article 23 The right to interpret these rules of procedure belongs to the company’s board of directors.