[Temporary Announcement] Kezhou Pharmaceutical: Working Rules of the Strategy Committee of the Board of Directors
Announcement number: 2025-066
Securities code: 874790 Securities abbreviation: Kezhou Pharmaceuticals Sponsoring broker: CITIC Construction Investment
Working Rules of the Strategy Committee of the Board of Directors of Shanghai Kezhou Pharmaceutical Co., Ltd.
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
This system was reviewed and approved by the ninth meeting of the company’s first board of directors on October 14, 2025, and does not need to be submitted to the company’s shareholders’ meeting for review.
2. List the main contents of the system in chapters
Shanghai Kezhou Pharmaceutical Co., Ltd.
Working Rules of the Strategy Committee of the Board of Directors
Chapter 1 General Provisions
Article 1 In order to meet the strategic development needs of Shanghai Kezhou Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), enhance the company's core competitiveness, determine the company's development plan, improve the investment decision-making process, strengthen the scientific nature of decision-making, improve the effectiveness of major investment decisions and the quality of decision-making, and improve the corporate governance structure, in accordance with the Company Law of the People's Republic of China, the Articles of Association of Shanghai Kezhou Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company has established a strategic committee of the board of directors and formulated these 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 Strategy Committee shall consist of 3 directors, including at least 1 independent director.
Article 4 The members of the Strategy Committee shall be the chairman of the board, more than half of the independent directors, or all directors.
Announcement number: 2025-066
One third nominates and is elected by the Board of Directors.
Article 5 The Strategy Committee shall have a chairman (convener), who shall be the chairman of the company, and shall be responsible for convening committee meetings and presiding over the work of the committee.
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 Strategy Committee 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) 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) Laws, administrative regulations, provisions of the China Securities Regulatory Commission and other matters authorized by the shareholders' meeting or the board of directors.
Article 8 The Strategy Committee is responsible to the Board of Directors, and the proposals of the Strategy Committee are submitted to the Board of Directors for review and decision.
Chapter 4 Decision-making Procedure
Article 9 Relevant departments of the company shall cooperate with the preliminary preparations for the Strategy Committee’s decision-making and provide relevant information on the company:
(1) The person in charge of the relevant department of the company or the holding (shareholding) company shall report the intention, preliminary feasibility report, and basic information of the partners on major investment and financing, capital operation, asset management and other projects;
(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 (share-holding) enterprises shall negotiate externally on agreements, contracts, charters, feasibility reports, etc. and submit formal proposals to the strategy committee;
Article 10 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 5 Rules of Procedure
Announcement number: 2025-066
Article 11 Strategic Committee meetings will be held from time to time as needed. In principle, the Strategy Committee should notify all members two days before the meeting, except under special circumstances. The meeting is presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
A temporary meeting of the Strategy Committee shall be held when proposed by the Board of Directors, the Chairman, the Chairman and two or more members of the Strategy Committee. The Chairman of the Strategy Committee shall convene and preside over the temporary meeting within two working days from the date of the proposal or receipt of the proposal. If the chairman is unable or fails to perform his duties, another independent director will convene and preside over the meeting.
Article 12 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 a majority of all members. If effective deliberation opinions cannot be formed due to the avoidance of members of the Strategy Committee, relevant matters shall be directly reviewed by the Board of Directors.
Article 13 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. On the premise of ensuring that all participating directors can fully communicate and express their opinions, the meeting can be held by video, telephone or other means in accordance with procedures when necessary.
Article 14 If the Strategy Committee deems it necessary, it may summon other personnel related to the meeting proposals to attend the meeting to introduce the situation or express opinions, but non-Strategy Committee members have no voting rights on the proposals.
Article 15 If necessary, the Strategy Committee may hire an intermediary agency to provide professional advice for its decision-making, and the relevant fees shall be paid by the company.
Article 16 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 17 The meeting of the Strategy Committee shall have meeting minutes, and the members attending the meeting shall sign on the meeting minutes; the meeting minutes shall be kept by the secretary of the company's board of directors. During the company's existence, the storage period shall be no less than ten years.
Article 18 The resolutions and voting results adopted at the Strategy Committee meeting shall be submitted in writing to the company’s board of directors.
Article 19 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 20 Matters not covered in these detailed rules shall be governed by relevant national laws, regulations and the "Articles of Association"; if these detailed rules are inconsistent with laws and regulations promulgated by the country in the future or the "Articles of Association" revised through legal procedures
Announcement number: 2025-066
In case of conflict, the relevant national laws, regulations and the Articles of Association shall be followed, and shall be revised immediately and submitted to the board of directors for review and approval and shall become effective.
Article 21 These Rules shall come into effect on the date of review and approval by the Board of Directors.
Article 22 When these Bylaws are revised, the Board of Directors shall propose the amendment, which shall take effect upon review and approval by the Board of Directors.
Article 23 The Board of Directors is responsible for interpreting these rules.
Board of Directors of Shanghai Kezhou Pharmaceutical Co., Ltd.
October 16, 2025