Northeast Pharmaceutical: Working Rules of the Strategy Committee of the Board of Directors
Northeast Pharmaceutical Group Co., Ltd. Board of Directors
Strategy Committee Working Rules
Chapter 1 General Principles
Article 1 In order to meet the strategic development needs of Northeast Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), enhance the company's core competitiveness, improve the corporate governance structure, determine the company's development plan, improve investment decision-making procedures, strengthen the scientific nature of decision-making, and improve the efficiency and quality of major investment decisions, in accordance with the "Company Law of the People's Republic of China", "Listed Company Governance Code", "Shenzhen Stock Exchange Stock Listing Rules" and "Shenzhen Stock Exchange Listed Companies Self-Regulation Guidelines No. 1 - Standardized Operation of Main Board Listed Companies" According to the Articles of Association of Northeast Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions, the company has established a strategic committee of the board of directors and formulated these detailed rules.
Article 2 The Strategy Committee of the Board of Directors is a professional committee 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.
Directors as mentioned in these rules refer to directors and independent directors who serve in the company; senior management personnel refer to the general manager, deputy general manager, board secretary, financial director and other personnel specified in the Articles of Association appointed by the board of directors.
Chapter 2 Personnel Composition
Article 3 The Strategy Committee shall consist of five directors, including at least one independent director.
Article 4 Members of the Strategy Committee shall be nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and shall be elected by the Board of Directors.
Article 5 The Strategy Committee shall have a chairman (convener) who is responsible for presiding over the work of the committee. The chairman shall be elected among the committee members and shall be submitted to the board of directors for approval.
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 committee will replenish the number of members in accordance with the provisions of Articles 3 to 5 above.
Article 7 The Strategy Committee shall set up an investment review group, with the general manager of the company as the leader and one to two deputy leaders.
Chapter 3 Responsibilities and Permissions
Article 8 The main responsibilities and authorities of the Strategy Committee:
(1) Conduct research and make suggestions on the company’s long-term development strategies and major investment decisions;
(2) Conduct research and make recommendations on major investment and financing plans that are subject to approval by the board of directors as stipulated in the Articles of Association;
(3) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the board of directors as stipulated in the Articles of Association;
(4) Conduct research and make suggestions on other major matters affecting the company’s development;
(5) Inspect the implementation of the above matters;
(6) Other matters authorized by the board of directors.
Article 9 The Strategy Committee is responsible to the company’s 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 10 The investment review team is responsible for making preliminary preparations for the strategy committee’s decision-making and providing information on relevant aspects of the company:
(1) The person in charge of the relevant department of the company or the holding (shareholding) company shall report the intentions of major investment and financing, capital operations, asset management projects, preliminary feasibility reports, and basic information of the partners;
(2) The investment review team will conduct a preliminary review, issue a project proposal, and report it to the Strategy Committee for record;
(3) Relevant departments of the company or holding (shareholding) enterprises negotiate external agreements, contracts, articles of association, feasibility reports, etc. and submit them to the investment review team;
(4) The investment review team will conduct the review, issue written opinions, and submit a formal proposal to the Strategy Committee.
Article 11 The Strategy Committee shall hold a meeting based on the proposal of the Investment Review Group, conduct discussions, submit the results of the discussion to the Board of Directors, and provide feedback to the Investment Review Group.
Chapter 5 Rules of Procedure
Article 12 The Strategy Committee shall convene a meeting based on the company's management and development needs, and notify all members three days before the meeting. The meeting shall be chaired by the chairman. If the chairman cannot attend, he may entrust another member to chair the meeting.
Article 13 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 14 The voting method of the Strategy Committee meeting shall be a show of hands or a vote; extraordinary meetings may be held by communication voting.
Article 15 The leader and deputy leader of the investment review team may attend the meeting of the Strategy Committee as a non-voting delegate, and may invite the company’s directors and other senior managers to attend the meeting as a non-voting delegate if necessary.
Article 16 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 17 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 18 The meetings of the Strategy Committee shall have minutes, and the members attending the meeting shall sign the minutes; the minutes shall be kept by the secretary of the company's board of directors for a period of not less than ten years.
Article 19 The resolutions and voting results adopted at the Strategy Committee meeting shall be submitted in writing to the company’s board of directors.
Article 20 All 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 6 Supplementary Provisions
Article 21 For matters not covered in these detailed rules, the company shall comply with relevant laws, regulations, normative documents and the provisions of the Articles of Association.
Article 22 These Articles shall come into effect after being reviewed and approved by the Company’s Board of Directors, and the same shall apply to modifications.
Article 23 The company’s board of directors is responsible for interpreting these rules.
Article 24 From the date when these rules come into effect, the original "Working Rules of the Strategy Committee of the Board of Directors of Northeast Pharmaceutical Group Co., Ltd." shall be automatically abolished.
Northeast Pharmaceutical Group Co., Ltd. Board of Directors
November 28, 2025