第一条 为了进一步规范河南太龙药业股份有限公司（以下简称 "公司"）董事会的议事方式和决策程序，促使董事和董事会有效地 履行其职责，提高董事会规范、高效运作和审慎、科学决策水平，根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 治理准则》和《上海证券交易所股票上市规则》等有关法律、法规和 《河南太龙药业股份有限公司章程》（以下简称"《公司章程》"） 的规定，制订本规则。 河南太龙药业股份有限公司 第一章 总 则 第二条 董事会对股东会负责，在法律、法规、《公司章程》和 股东会授予的职权范围内行使职权，保护公司、股东和其他利益相关 者的合法权益。 第三条 公司设董事会秘书。董事会秘书是公司高级管理人员， 对董事会负责，由董事会聘任和解聘。 第四条 董事会下设董事会办公室，负责董事会及其专门委员会 的日常工作。董事会秘书兼任董事会办公室负责人。 第二章 董事会会议的召开方式 第五条 董事会会议是董事会议事的主要形式。董事会会议由董 事长召集和主持。董事长不能履行职务或者不履行职务的，由副董事 长召集和主持会议；副董事长不能履行职务或者不履行职务的，由过 半数的董事共同推举的一名董事召集和主持会议。 ...

Group 1 - The article outlines the establishment of the Nomination Committee of Henan Tailong Pharmaceutical Co., Ltd., detailing its purpose to enhance corporate governance and the selection standards and procedures for directors and senior management [1][2] - The Nomination Committee consists of three directors, with a majority being independent directors, and is chaired by an independent director [3][4] - The main responsibilities of the Nomination Committee include formulating selection standards and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [5][6] Group 2 - The selection process for directors and senior management involves communication with relevant departments, searching for candidates internally and externally, and conducting thorough background checks on potential nominees [3][4] - Meetings of the Nomination Committee can be called as needed, with a requirement for at least two members to propose a meeting, and decisions must be made with a majority vote [5][6] - The committee is responsible for maintaining confidentiality regarding meeting discussions and decisions, with records kept for a minimum of ten years [5][6]

General Principles - The management system for the shares held by the board and senior management of Henan Tailong Pharmaceutical Co., Ltd. is established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - The shares held by the board and senior management include all shares registered in their names and those held through others' accounts [1] Information Reporting and Disclosure - Board members and senior management must report their personal information to the company within two trading days after their appointment or any changes occur [2][3] - Prior to buying or selling company shares, board members and senior management must notify the board secretary in writing, who will verify compliance with disclosure and legal requirements [2][3] Shareholding Changes - Any changes in shareholding by board members and senior management must be reported within two trading days, including details such as the number of shares held before and after the change [3][4] - A reduction plan must be reported to the Shanghai Stock Exchange at least fifteen trading days before the first sale, with specific details on the number of shares and the time frame for the reduction [4][5] Restrictions on Share Trading - Board members and senior management are prohibited from transferring shares under certain conditions, such as within six months after leaving the company or during investigations related to securities violations [5][6] - There are specific blackout periods during which board members and senior management cannot trade shares, particularly around the announcement of financial reports [6][7] Additional Regulations - The total number of shares that can be sold by board members and senior management is limited to 25% of their holdings during their term and six months after [7][8] - The company secretary is responsible for managing the data related to shareholdings and ensuring compliance with reporting requirements [5][8]

General Overview - The company aims to enhance its ESG performance and core competitiveness through strategic development and investment decision-making processes [1][2] - The Strategic and Development Committee is established under the board of directors to research and propose suggestions on long-term development strategies, major investment decisions, and ESG governance [1][2] Committee Composition - The Strategic and Development Committee consists of three directors appointed by the board [3] - The chairman of the committee is the company’s chairman, responsible for convening and presiding over committee meetings [3][4] Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on long-term development strategies, major investments, capital operations, and significant ESG matters [2][4] - The committee is also tasked with evaluating and supervising the implementation of these matters and reporting to the board [2][4] Meeting Procedures - The committee is required to hold at least one regular meeting annually, with additional meetings convened as necessary [4][5] - Meetings can be conducted in person or through other means, ensuring all members can express their opinions [4][5] Voting and Documentation - A quorum of two-thirds of the committee members is required for meetings to proceed, and decisions must be approved by a majority [5] - Meeting records must be kept for at least ten years, and confidentiality regarding meeting discussions is mandatory for all participants [5]

河南太龙药业股份有限公司 第一章 总 则 第一条 为进一步提高河南太龙药业股份有限公司（以下简称 "公司"）治理水平，充分发挥董事会秘书的作用，加强对董事会秘 书工作的管理与监督，公司根据《中华人民共和国公司法》（以下简 称"《公司法》"）《中华人民共和国证券法》《上海证券交易所股 票上市规则》（以下简称"《股票上市规则》"）等有关法律、法规、 规范性文件及《河南太龙药业股份有限公司章程》（以下简称"《公 司章程》"）的规定，制定本制度。 第二条 公司设董事会秘书一名，为公司高级管理人员，承担法 律、法规、规范性文件及《公司章程》对董事会秘书所要求的义务， 享有相应的工作职权，对公司和董事会负责，应忠实、勤勉地履行职 责。 第三条 公司董事会秘书是公司与上海证券交易所之间的指定联 络人。董事会秘书或代行董事会秘书职责的人员负责以公司名义办理 信息披露、股票及其衍生品种变动管理等事务。 第四条 公司设立证券部门，由董事会秘书分管，负责协助董事 会秘书履行职责。 第二章 选 任 第五条 公司董事会秘书由董事长提名，经董事会聘任或者解聘。 公司董事会应当在原任董事会秘书离职后三个月内聘任新任董事会 秘书。 第六条 ...

Group 1 - The company held the 22nd meeting of the 9th Supervisory Board on July 30, 2025, with all three supervisors present, confirming the legality and validity of the meeting procedures [1][2] - The Supervisory Board approved a proposal to abolish the Supervisory Board and amend the Articles of Association, transferring the supervisory powers to the Audit Committee of the Board of Directors [1][2] - The proposal requires approval from the shareholders' meeting before implementation, and the Supervisory Board will continue to fulfill its duties until then [2]

证券代码：600222 证券简称：太龙药业 公告编号：2025-038 河南太龙药业股份有限公司 关于召开2025年第三次临时股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 召开的日期时间：2025 年 8 月 15 日 14 点 30 分 召开地点：郑州市高新技术产业开发区金梭路 8 号公司一楼会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 8 月 15 日 投票股东类型 序号 议案名称 A 股股东 至2025 年 8 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者 的投票， ...

Core Viewpoint - The company, Henan Tailong Pharmaceutical Co., Ltd., has nominated candidates for independent director positions, ensuring they meet the necessary qualifications and independence criteria as per regulatory requirements [1][5][20]. Summary by Sections Candidate Qualifications - The nominated candidates possess basic knowledge of listed company operations and are familiar with relevant laws and regulations, having over 5 years of necessary work experience in fields such as law, economics, accounting, finance, or management [1][6][20]. - The candidates have completed training and obtained relevant certification recognized by the stock exchange [1][10]. Compliance with Regulations - The candidates' qualifications comply with various legal and regulatory requirements, including the Company Law of the People's Republic of China and the Independent Director Management Measures issued by the China Securities Regulatory Commission [1][11][22]. - The candidates have no conflicts of interest that would affect their independence, as they do not hold significant shares in the company or have close relationships with major shareholders [2][4][12]. Independence Criteria - The candidates do not fall under any disqualifying conditions, such as being employed by the company or its affiliates, holding more than 1% of the company's shares, or having significant business dealings with the company [2][4][8]. - They have not faced any administrative or criminal penalties from the China Securities Regulatory Commission or other judicial authorities in the past 36 months [4][14][23]. Additional Commitments - The candidates have confirmed that they will adhere to all relevant laws, regulations, and stock exchange rules during their tenure as independent directors, ensuring they can make independent judgments without influence from the company or its major shareholders [20][26][30].

Core Viewpoint - The company, Henan Tailong Pharmaceutical Co., Ltd., has announced the cancellation of its supervisory board and the revision of its articles of association and governance systems to enhance corporate governance and compliance with updated regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board, and its functions will be transferred to the audit committee of the board of directors [1]. - This decision is in line with the latest amendments to the Company Law of the People's Republic of China and other relevant regulations [1][2]. Group 2: Revision of Articles of Association - The articles of association have been revised to reflect the cancellation of the supervisory board, with relevant descriptions replaced by references to the audit committee [2]. - Specific changes include the rephrasing of clauses to maintain the rights and interests of the company, shareholders, and creditors, while ensuring compliance with the updated legal framework [2]. Group 3: Governance Structure - The company aims to improve its governance structure and operational standards by eliminating the supervisory board, which is expected to streamline decision-making processes [1][2]. - The audit committee will now assume the responsibilities previously held by the supervisory board, enhancing oversight and accountability within the company's governance framework [1].

Core Viewpoint - The announcement details the election of the 10th Board of Directors for Henan Tailong Pharmaceutical Co., Ltd., following the expiration of the 9th Board's term, in compliance with relevant laws and regulations [1][2]. Board Election Summary - The 9th Board of Directors held its 33rd meeting on July 30, 2025, where it approved the nomination of candidates for the 10th Board, including both non-independent and independent directors [1][2]. - The nominated non-independent directors are Wang Rongtao, Li Jingliang, Chen Siliang, Chen Jinge, and Luo Jiancao, while the independent director candidates are Chen Qi, Liu Yumin, and Fang Liang [2][3]. - The independent director candidates have obtained the necessary qualifications and meet the requirements set forth by relevant regulations [2][3]. Voting Process - The election of the new Board will be conducted at the shareholders' meeting using a cumulative voting system for both independent and non-independent directors [3]. - Once approved by the shareholders, the new Board will serve a term of three years starting from the date of approval [3]. Transition Period - The current 9th Board will continue to perform its duties until the new Board is officially in place, ensuring the company's operations remain uninterrupted [3].