Saisheng Pharmaceutical: Working Rules of the Strategy Committee of the Board of Directors (October 2025)
Working Rules of the Strategy Committee of the Board of Directors of Beijing Saisheng Pharmaceutical Co., Ltd. Beijing Saisheng Pharmaceutical Co., Ltd.
Working Rules of the Strategy Committee of the Board of Directors
Chapter 1 General Provisions
Article 1 In order to adapt to the strategic development needs of Beijing Saisheng Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), enhance the company's core competitiveness, determine the company's development plan, improve investment decision-making procedures, strengthen the democratic and scientific nature of decision-making, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China" "Principles of Corporate Governance for Listed Companies", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies", "Articles of Association of Beijing Saisheng Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company established a Strategy Committee of the Board of Directors (hereinafter referred to as the "Strategy Committee") and formulated these detailed rules.
Article 2 The Strategy Committee of the Board of Directors is a specialized working organization under the Board of Directors. It is mainly responsible for studying and making recommendations on the company's long-term development strategies and major investment decisions.
Chapter 2 Personnel Composition
Article 3 The members of the Strategy Committee shall consist of 3 directors, including 1 independent director.
Article 4 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.
Article 5 The Strategy Committee shall have one chairman (convener), who shall be the chairman of the company.
Article 6 The term of office of the Strategy Committee shall be consistent with the term of the Board of Directors. Members may be re-elected upon expiration of their term. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the board of directors will replenish the number of members in accordance with the provisions of Articles 3 to 5 above.
Chapter 3 Responsibilities and Permissions
Article 7 The main responsibilities and authorities of the Strategy Committee:
(1) Conduct research and make suggestions on the company’s long-term development strategic plan;
(2) Research and make recommendations on major investment and financing plans that are required by the Articles of Association or authorized by the shareholders’ meeting and must be approved by the board of directors;
(3) Conduct research and make recommendations on major capital operations and asset management projects that are required to be approved by the board of directors as stipulated in the Articles of Association or authorized by the shareholders’ meeting;
(4) Conduct research and make suggestions on other major matters affecting the company’s development;
(5) Inspect the implementation of the above matters;
Working Rules of the Strategy Committee of the Board of Directors of Beijing Saisheng Pharmaceutical Co., Ltd.
(6) Laws, administrative regulations, Articles of Association and other matters authorized by the board of directors.
Article 8 The Strategy Committee is responsible to the Board of Directors, and the committee’s proposals are submitted to the Board of Directors for review and decision.
Chapter 4 Decision-making Procedure
Article 9 The decision-making procedure of the Strategy Committee is:
(1) The chairman of the Strategy Committee shall designate relevant departments of the company to be responsible for the preliminary preparations for the Strategy Committee meeting, including organizing and coordinating relevant departments or intermediaries to prepare meeting documents and ensuring their authenticity, accuracy and completeness.
(2) After reviewing the relevant meeting documents, the chairman of the Strategy Committee may request relevant departments or intermediaries to correct or supplement the meeting documents, and promptly convene a meeting of the Strategy Committee after the review is approved;
(3) The strategy committee meeting will formulate a resolution on relevant matters and submit it in writing to the company's board of directors for review;
(4) If more than half of the board members have objections to the meeting of the Strategy Committee, written feedback should be submitted to the Strategy Committee in a timely manner.
Chapter 5 Rules of Procedure
Article 10 The chairman of the Strategy Committee shall notify all members of the Strategy Committee three days before the meeting. The meeting shall be chaired by the chairman. If the chairman is unable to attend, he may entrust other members to chair the meeting.
Members of the Strategy Committee shall attend the meeting. If they are unable to attend the meeting in person for any reason, they shall review the meeting materials in advance, form clear opinions, and entrust other members in writing to attend on their behalf. Each committee member can accept at most one committee member's entrustment. If an independent director cannot attend the meeting in person for any reason, he or she shall entrust another independent director to attend on his or her behalf.
Article 11 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.
Members of the Strategy Committee who have an interest in matters discussed at the meeting must recuse themselves. If effective deliberation opinions cannot be formed due to the withdrawal of members of the Strategy Committee, relevant matters will be directly reviewed by the board of directors.
Article 12 The meeting of the Strategy Committee shall be held on site in principle, and the voting method shall be a show of hands or a vote; in special circumstances, the meeting may be held by communication method on the premise of ensuring that all participating members can fully communicate and express their opinions.
Article 13 When necessary, the company's directors and other managers may also be invited to attend the meeting of the Strategy Committee.
Working Rules of the Strategy Committee of the Board of Directors of Beijing Saisheng Pharmaceutical Co., Ltd.
Article 14 If necessary, the Strategy Committee may hire an intermediary agency to provide professional advice for its decision-making, and the fees shall be paid by the company.
Article 15 The convening procedures, voting methods and resolutions adopted at the meeting of the Strategy Committee must comply with the provisions of relevant laws, regulations, the Articles of Association and these Rules.
Article 16 Minutes of the meeting of the Strategy Committee shall be produced. The minutes shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters discussed. Members attending the meeting shall sign on the minutes; the minutes shall be kept by the Company’s Securities Affairs Department.
Article 17 The resolutions and voting results adopted at the Strategy Committee meeting shall be submitted in writing to the company's board of directors.
Article 18 The members and non-voting persons attending the meeting have the obligation to keep confidential the matters discussed at the meeting.
Chapter 6 Supplementary Provisions
Article 19 Matters not covered in these detailed rules shall be governed by the relevant national laws, regulations, normative documents, relevant rules of the exchange and the Articles of Association. If these detailed rules conflict with laws, regulations, normative documents, relevant rules of the exchange or the relevant provisions of the Articles of Association, the aforementioned relevant provisions shall apply.
Article 20 The right to interpret these rules belongs to the company's board of directors.
Article 21 These detailed rules shall take effect from the date of review and approval by the company's board of directors, and the same shall apply when revised.
Beijing Saisheng Pharmaceutical Co., Ltd.
October 2025