Guhan Medicine: CEO Work Rules

Guhan Pharmaceutical Group Co., Ltd.

President’s work rules

1. General principles

In order to further improve the corporate governance structure of Guhan Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), clarify the scope of responsibilities of the company's president and management, establish the president's responsibility system for the company's management, and standardize the proceedings of the president's office meeting, these working rules are formulated in accordance with the Company Law of the People's Republic of China, the Stock Listing Rules of the Shenzhen Stock Exchange, the Articles of Association of Guhan Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant laws and regulations.

1.1 The work of the president should follow the principles of integrity, diligence, law-abiding and efficiency, and take the form of approval and decision-making by the president and decision-making at the president's office meeting.

1.2 The president is appointed and dismissed by the company’s board of directors and is accountable to the board of directors.

1.3 The President's Office is responsible for assisting, communicating and implementing the President's decision-making matters, and handling the daily affairs of the President's office meeting.

1.4 During his term of office, the president shall strictly abide by his duty of loyalty and shall not take advantage of his position to engage in horizontal competition or usurp the company's business opportunities. Relevant behaviors must be disclosed in accordance with regulations.

2. Presidential powers

2.1 The president shall exercise the following powers:

2.1.1 Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;

2.1.2 Organize and implement the company’s annual business plan and investment plan;

2.1.3 Formulate a plan for the establishment of the company’s internal management organization;

2.1.4 Formulate the company’s basic management system;

2.1.5 Formulate the company’s specific regulations;

2.1.6 Request the board of directors to appoint or dismiss the company’s vice president and financial controller;

2.1.7 Decide on the appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the board of directors; 2.1.8 Propose to convene an extraordinary meeting of the board of directors;

2.1.9 If the transaction amount does not meet the disclosure standards in the "Shenzhen Stock Exchange Stock Listing Rules" and the transaction does not meet the approval authority of the board of directors, the president shall exercise decision-making power in accordance with the company's system and file with the board of directors;

2.1.10 According to the company's authorization system or special authorization from the board of directors, sign various contracts, agreements and other legal documents related to the company's daily production and operation business on behalf of the company;

2.1.11 Other decision-making matters under the authority of the board of directors and other powers granted by the company's articles of association or the board of directors.

2.2 The president attends the board of directors meetings.

2.3 The president proposes to convene an extraordinary meeting of the board of directors, which should have clear topics and be accompanied by corresponding explanatory documents, data or other reference materials.

2.4 The president shall formulate the plan for the establishment of the company's internal management organization, the company's basic management system, and the wages, benefits, rewards and punishments of employees, etc., and submit them to the board of directors for approval before implementation.

2.5 When the president formulates rules and regulations or major matters involving the vital interests of employees such as employee wages, benefits, assessment rewards and punishments, safety production, labor protection, labor insurance, dismissal of company employees, etc., he should listen to the opinions of the trade union or the Workers' Congress in advance.

2.6 The president may exercise his powers through signature approval, process approval, and decision-making at the president’s office meeting as necessary.

3. President’s office meeting

3.1 The President's Office Meeting is the deliberation body for the company's daily operations and management. It is composed of the company's senior managers. It is an operation and management meeting where the president discusses major matters regarding the company's operation, management, and development as well as matters submitted to the meeting for deliberation by various departments (units) during the operation and management process, and resolves major decision-making matters on operation and management activities, so as to ensure the feasibility, correctness, and rationality of the decision-making and minimize the risk of operation decision-making. 3.2 The proceedings of the President's Office Meeting include the President's Office Meeting and the expanded President's Office Meeting. The members of the President's Office Meeting are the president, vice president, financial controller, secretary of the board of directors and other senior management personnel. The secretary of the Party Committee and the Secretary of the Discipline Inspection Commission attend the meeting as non-voting delegates. The members of the expanded meeting of the President's Office Meeting are expanded to include heads of departments (units). The meeting format includes weekly meetings and monthly business analysis meetings.

3.3 The president's office meeting must be held with the participation of more than half (including the original number) of personnel. If a member is unable to attend for any reason, he or she should ask for leave in advance from the president or the host of the meeting.

3.4 The president's office meeting shall be convened and chaired by the president. If the president is unable to convene and chair due to business trip, force majeure and other special reasons, he may entrust other senior executives to convene and chair the meeting.

4. Scope of proceedings of the President’s Office Meeting

4.1 The following matters were discussed at the president’s office meeting and submitted to the company’s board of directors for review:

4.1.1 Company development strategic planning;

4.1.2 Formulate the company’s business plan and investment plan;

4.1.3 Matters related to the company’s regular reporting, such as the annual president’s work report, etc.;

4.1.4 Matters involving the establishment of the company’s internal management organization;

4.1.5 Other matters that need to be submitted to the company’s board of directors for consideration in accordance with the company’s articles of association.

4.2 The following matters shall be reviewed, decided or organized for implementation by the President’s office meeting:

4.2.1 Important matters related to the company's daily production and operation management, "major decision-making matters", "important project arrangements" and "large fund use" and other matters within the scope of authority of the president and the president's office meeting;

4.2.2 Study and decide on the implementation opinions and measures of the company’s board of directors resolutions;

4.2.3 Decide on personnel-related matters such as the employment, promotion, salary adjustment and other matters of subsidiary leaders and senior vice presidents (except those that should be reviewed by the shareholders’ meeting and the board of directors);

4.2.4 Internal control management systems related to the company’s daily operations (except for systems that should be formulated and reviewed by the company’s shareholders’ meeting and board of directors);

4.2.5 Related party transactions and project investments, asset restructuring, asset disposal, debt restructuring, equity investment and other matters that have not reached the approval authority of the board of directors, and are exempt from review or disclosure under the "Shenzhen Stock Exchange Stock Listing Rules", can perform procedures according to the company's relevant systems;

4.2.6 The company’s annual financial budget and final accounts plan;

4.2.7 Other matters that the president deems should be decided by the president’s office meeting.

5. Decision-making and execution at the president’s office meeting

5.1 The matters discussed at the President’s Office Meeting should be discussed and decided upon. Matters discussed at the President's Office Meeting are divided into decision-making matters and non-decision-making matters. Same-frequency matters, collaborative matters and supporting matters are collectively referred to as non-decision-making matters. For decision-making matters, the president's office meeting must first listen to the situation report. After full discussion and listening to the opinions of all parties, the president will make the final decision. Disagreement should be recorded in the meeting minutes.

5.2 The person in charge of the President's Office is responsible for recording meetings and preparing meeting minutes. Weekly meeting minutes should be completed within 3 days after the meeting, and monthly meeting minutes should be completed within 1 week after the meeting. The minutes will be countersigned by relevant leaders and submitted to the president for signature.

5.3 The retention period of documents and files of the President’s office meetings is ten years. The records should indicate the following matters:

5.3.1 Meeting name, time and place;

5.3.2 The names of the host, attendees, attendees, and record-keeping personnel;

5.3.3 The reasons for the matters discussed, including the main deliberation opinions, suggestions, measures and decision-making opinions; 5.3.4 The main decisions of the meeting and subsequent specific implementation departments (personnel), time, etc.

5.4 Meeting minutes should be sent to participants in a timely manner and responsible for their implementation and organization. Other distribution scope of meeting minutes shall be determined by the President. The issuance of meeting minutes shall be handled by a dedicated person from the President's Office. Participants must strictly fulfill their confidentiality obligations and shall not leak undisclosed matters and information discussed at the meeting. The confidentiality period shall end on the date when the relevant matters are made public. Anyone who violates confidentiality obligations shall be dealt with in accordance with the company's relevant rules and regulations. Those suspected of leaking inside information shall be immediately transferred to the regulatory authorities for handling.

5.5 For all important matters discussed and determined at the president’s office meeting, the responsible department (unit) and the time limit for completion of the work should be clearly stated in the meeting minutes. The President's Office is responsible for tracking and understanding the implementation of the minutes of the President's Office Meeting, collecting and organizing feedback in a timely manner, and the leader in charge or the person in charge of the responsible department (unit) will report the implementation of the minutes to the President's Office Meeting, and include them in the company's work plan assessment.

5.6 The minutes of the president’s office meeting have administrative effect, and all departments and subsidiaries (branch companies) should implement them according to the issued meeting minutes.

5.7 The President's Office or the designated department shall be responsible for tracking and supervising the implementation of the resolutions of the President's Office Meeting on resolution matters, and reporting the implementation progress at the President's Office Meeting on a regular basis (such as every quarter). The implementation of major matters shall be reported to the board of directors or its special committee as required.

6. President reporting system

6.1 The president shall report the company’s operating conditions to the board of directors on a regular or irregular basis.

6.2 According to the requirements of the board of directors, the president should report to the board of directors at any time on daily production and operations, including the signing and implementation of major contracts, the use of assets and funds, and profit and loss. The president should ensure the authenticity of the report.

6.3 The president’s report can be made orally or in writing. If the board of directors deems it necessary to report in writing, it shall report in writing.

6.4 If there is a major accident, emergency or major litigation, and the president believes that it is necessary or exceeds the president's decision-making authority, he should report it to the board of directors within 24 hours and simultaneously notify the audit committee of the board of directors; if it falls within the scope of information disclosure, he must perform disclosure obligations in a timely manner in accordance with regulatory regulations.

7. Supplementary Provisions

7.1 Matters not covered in these detailed rules shall be implemented in accordance with the relevant provisions of national laws, regulations, normative documents such as the "Shenzhen Stock Exchange Stock Listing Rules", "Administrative Measures for Independent Directors of Listed Companies" and "Code of Governance of Listed Companies" as well as the "Articles of Association". If these rules are inconsistent with the relevant provisions of laws, regulations, other normative documents and the Articles of Association, the provisions of the relevant laws, regulations, other normative documents and the Articles of Association shall prevail.

7.2 These Bylaws shall take effect upon review and approval by the Board of Directors, and the same shall apply when revised.

7.3 These Articles shall be interpreted and revised by the Company’s Board of Directors.