General Provisions - The purpose of the Nomination Committee's working rules is to clarify its responsibilities, standardize the selection of directors and senior management, optimize the composition of the board, and improve corporate governance structure [1][2] - The Nomination Committee is a specialized body established by the board of directors, responsible for researching candidates for directors and senior management, reviewing their qualifications, and forming clear review opinions [1][2] Composition of the Committee - The Nomination Committee consists of three directors, including two independent directors [2] - Committee members must be nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2] - The committee has a chairperson responsible for convening meetings and reporting to the board [2] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board on appointments and dismissals [3][4] - If the board does not fully adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board's resolution [3] Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the needs for directors and senior management, and form written materials based on their findings [5] - The committee can search for candidates from within the company, affiliated companies, talent markets, and other channels [5] - Candidates must consent to their nomination before being considered [5] Meeting Rules - The committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [7][8] - Meetings can be held in person or through other means, and records must be kept for ten years [8][9] - Confidentiality obligations apply to all attendees regarding the matters discussed in the meetings [9]

Core Points - The document outlines the working rules of the Strategic Committee of Hubei Hendi Pharmaceutical Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [1][2] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1][2] Organizational Structure - The committee consists of three directors, including at least one independent director [2] - Committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson, typically the chairman of the board, who is responsible for leading the committee's work [2] Responsibilities of the Committee - The main responsibilities include researching and proposing suggestions on the company's long-term strategic planning, major investment decisions, significant financing plans, and other major matters affecting the company's development [3][4] - The committee is also tasked with checking the implementation of these matters and reporting to the board [4] Meeting Procedures - The committee must hold at least one meeting annually, with additional meetings called as needed [6] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions are made by a majority vote [6][9] - The chairperson leads the meetings and is responsible for reporting to the board [7][9] Documentation and Reporting - The committee must maintain meeting records, which include members' opinions and decisions made during the meetings [9] - Reports from the committee must be submitted to the board in written form [9][10] Amendments and Compliance - The rules are subject to amendments based on national laws and regulations, and the board is responsible for interpreting these rules [10][10]

Core Points - The document outlines the information disclosure management system of Hubei Hendi Pharmaceutical Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations to protect the rights of the company and its investors [1][2][3] Group 1: General Principles - The purpose of the information disclosure management system is to standardize the disclosure behavior of the company and related parties, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [1] - Information that may significantly impact the company's stock price and is not yet known to investors must be disclosed in a timely manner [1][2] - The company and its directors, senior management, and other relevant parties are obligated to ensure the accuracy and completeness of disclosed information [2][3] Group 2: Disclosure Obligations - The company has a continuous responsibility to disclose information and must do so in a truthful, accurate, complete, and timely manner [2][3] - Directors and senior management are required to ensure that the disclosed content is free from false statements or significant omissions [2][3] - Insider information must not be disclosed or leaked before it is legally disclosed, and insider trading is prohibited [2][3] Group 3: Disclosure Procedures - The company must submit disclosure documents to the Shenzhen Stock Exchange and ensure that they are published in designated media [3][4] - Disclosure documents must be in Chinese, and if there are foreign language versions, they must be consistent with the Chinese text [3][4] - The company must have a clear internal process for preparing, reviewing, and disclosing periodic and temporary reports [5][6] Group 4: Types of Reports - The company is required to disclose various types of reports, including prospectuses, listing announcements, annual reports, interim reports, and quarterly reports [5][6] - Temporary reports must be issued for significant events such as board resolutions, shareholder meetings, major losses, and changes in management [6][7] Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the information disclosure process, with the chairman being the primary responsible person [12][13] - The board secretary plays a crucial role in coordinating and organizing disclosure activities and ensuring compliance with regulations [12][13] - All parties involved in the disclosure process must cooperate and provide necessary information to ensure timely and accurate disclosures [12][13] Group 6: Confidentiality and Exceptions - The company must implement measures to control the number of individuals who have access to undisclosed information [17][18] - If there are circumstances that may justify delaying or exempting disclosure, the company must carefully assess and document these situations [11][12] - Any unauthorized disclosure of confidential information may lead to accountability for the responsible parties [17][18]

General Provisions - The implementation rules for the cumulative voting system aim to enhance the corporate governance of Hubei Hendi Pharmaceutical Co., Ltd. and protect the interests of minority shareholders [1] - Cumulative voting allows shareholders to allocate their voting rights in the election of multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several candidates [1] Nomination of Director Candidates - The board of directors' nomination committee is responsible for reviewing the qualifications of director candidates and proposing a list to the board for approval before presenting it to the shareholders' meeting [6] - Independent directors can be nominated by the board or shareholders holding more than 1% of voting shares, with the requirement that nominees must not have conflicts of interest [8] Voting for Directors - The voting process for independent and non-independent directors is conducted separately, with shareholders' voting rights calculated based on their shareholdings multiplied by the number of directors to be elected [14] - Cumulative voting allows shareholders to cast their votes in a manner that can either concentrate on one candidate or be distributed among several candidates, with specific rules governing the validity of such votes [16] Election of Directors - The election results are announced after counting the votes, and candidates must receive more than half of the valid voting rights to be elected [17] - If the number of elected directors exceeds the required number, candidates are ranked by their total votes, and those with the highest votes are elected [19] Supplementary Provisions - The implementation rules will take effect upon approval by the shareholders' meeting and are subject to interpretation and revision by the board of directors [21][22]

General Provisions - The purpose of the guidelines is to standardize the behavior of the board secretary of Hubei Hendi Pharmaceutical Co., Ltd., ensuring the board secretary fulfills responsibilities diligently and efficiently, in accordance with the Company Law and the company's articles of association [1] - The company appoints one board secretary, who is a senior management personnel responsible to the company and the board, and is entitled to corresponding rights and remuneration [1] Appointment - The board secretary is nominated by the chairman and appointed by the board [2] - Qualifications for the board secretary include good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and familiarity with the company's operations [2] - Individuals with certain disqualifying conditions, such as legal violations or regulatory sanctions, are prohibited from serving as board secretary [2] Dismissal - The board must have sufficient reasons for dismissing the board secretary and cannot dismiss without cause [3] - The company must report the dismissal of the board secretary to the Shenzhen Stock Exchange within one month under specific circumstances [3] - During the vacancy of the board secretary, a director or senior management personnel will act in the role until a new secretary is appointed [3] Responsibilities - The board secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with legal and regulatory requirements [4][5] - The board secretary must assist in strengthening corporate governance mechanisms and promote the establishment of internal control systems [5] - The board secretary is also responsible for managing shareholder information and ensuring compliance with stock trading regulations [5] Training - Candidates for the board secretary position must participate in qualification training recognized by the Shenzhen Stock Exchange, with a minimum of 36 hours of training [7] - The board secretary is required to attend follow-up training at least once every two years [8] - Training content includes information disclosure, corporate governance, investor relations management, and the rights and obligations of the board secretary [8] Miscellaneous - The guidelines are established by the board and take effect upon approval, with modifications subject to the same process [8] - Any matters not covered by these guidelines will be executed according to relevant national laws and regulations [8]

General Provisions - The audit committee of Hubei Hendi Pharmaceutical Co., Ltd. is established to clarify its responsibilities, enhance supervision over the management, and improve corporate governance according to relevant laws and regulations [1][2] - The audit committee is responsible for communication, supervision, and verification of internal and external audits, reviewing financial information and disclosures, and exercising the powers of the supervisory board as stipulated by law [1][2] Organization of the Audit Committee - The committee consists of three directors who are not senior management, including two independent directors, with an independent director who is a professional accountant serving as the convener [6][7] - Committee members must meet specific qualifications, including no recent public reprimands or administrative penalties for major violations [6][7] Responsibilities of the Audit Committee - The audit committee exercises the supervisory powers of the supervisory board, overseeing financial information, compliance with shareholder resolutions, and the legality of major decisions made by the board [11][12] - The committee is required to meet at least quarterly and can convene temporary meetings as necessary [12][13] - The committee must review financial reports and internal control evaluations, focusing on significant accounting and auditing issues, including potential fraud or misstatements [14][15] Internal and External Audit Oversight - The audit committee is responsible for evaluating the independence and professionalism of external auditors and can recommend their appointment or dismissal [18][19] - The internal audit department operates independently and reports directly to the audit committee, ensuring effective internal controls and compliance [16][17] Meeting Procedures and Documentation - The audit committee meetings can be regular or temporary, requiring a quorum of two-thirds of members to proceed [30][31] - Meeting records must be maintained for ten years, and all decisions must be reported to the board in writing [39][40] Final Provisions - The rules established by the audit committee take effect upon approval by the board and must comply with national laws and regulations [41][42]

独立董事制度 二Ο二五年九月 湖北亨迪药业股份有限公司 独立董事制度 湖北亨迪药业股份有限公司 独立董事制度 (2025 年 9 月) 第一章 总则 第一条 为进一步完善湖北亨迪药业股份有限公司（以下简称"公司"）治 理结构，促进公司规范运作，规范独立董事行为，充分发挥独立董事在公司治理 中的作用，保护公司股东尤其是中小投资者的相关利益，根据《公司法》、 《上市 公司独立董事管理办法》等有关法律、法规、规范性文件和《公司章程》的有关 规定，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公司 主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行 独立客观判断关系的董事。 第六条 独立董事必须具有独立性，下列人员不得担任独立董事： （一）在公司或者其附属企业任职的人员及其配偶、父母、子女、主要社会 关系； （二）直接或者间接持有公司已发行股份百分之一以上或者是公司前十名 股东中的自然人股东及其配偶、父母、子女； 独立董事应当独立履行职责，不受公司及公司主要股东、实际控制人等单位 或者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 ...

投资者关系管理制度 湖北亨迪药业股份有限公司 投资者关系管理制度 第一章 总则 第一条 为了规范湖北亨迪药业股份有限公司（以下简称"公司"）投资者关 系管理工作，加强公司与投资者（包括潜在投资者）之间的信息沟通，促进投资 者对公司的了解，进一步完善公司治理结构，切实保护投资者的合法权益，形成 公司与投资者之间长期、稳定、和谐的良性互动关系，提升公司的诚信度、核心 竞争能力和持续发展能力，实现公司价值最大化和股东利益最大化，根据《中华 人民共和国公司法》、《中华人民共和国证券法》、《上市公司与投资者关系工 作指引》、《深圳证券交易所创业板股票上市规则》、《深圳证券交易所创业板 上市公司规范运作指引》等有关法律、法规、规范性文件以及《湖北亨迪药业股 份有限公司章程》（以下简称"《公司章程》"）的有关规定，结合公司实际情况， 特制定本制度。 第二条 投资者关系，是指公司与股东或潜在投资者之间的关系，也包括在 与投资者沟通过程中，公司与资本市场各类中介机构之间的关系。 第三条 投资者关系管理是指公司通过信息披露与交流，加强与投资者和潜 在投资者之间的沟通，促进投资者对公司的了解和认同，提升公司治理水平，实 现公司价值 ...

总经理工作细则 二〇二五年九月 湖北亨迪药业股份有限公司 总经理工作细则 (2025 年 9 月) 第一章 总则 第一条 为进一步完善湖北亨迪药业股份有限公司（以下简称"公司"）的 治理结构，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《湖北亨迪 药业股份有限公司章程》（以下简称"《公司章程》"）及有关法律、法规的规定， 制定本细则。 湖北亨迪药业股份有限公司 总经理工作细则 本细则所适用人员范围为总经理、副总经理、财务负责人等《公司章程》规 定的高级管理人员。董事会秘书的工作细则另行规定。 第二章 总经理任职资格与任免程序 第二条 总经理的任职资格： （二）因贪污、贿赂、侵占财产、挪用财产罪或者破坏社会经济秩序罪，被 判处刑罚，执行期满未逾 5 年，或者因犯罪被剥夺政治权利，执行期满未逾 5 年； 1 湖北亨迪药业股份有限公司 总经理工作细则 （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业 的破产负有个人责任的，自该公司或企业破产清算完结之日起未逾 3 年； （一）具有丰富的经济、管理知识及企业经营、管理实际经验；熟悉国家有 关法律、法规及政策；具备一定的税务、财务及会计知识 ...

利润分配管理制度 湖北亨迪药业股份有限公司 利润分配管理制度 第一章 总则 第二条 公司利润分配原则：公司实行持续、稳定的利润分配政策，公司的 利润分配应重视对投资者的合理投资回报，并兼顾公司的可持续发展。 第二章 利润分配政策 第三条 公司分配当年税后利润时，应当提取利润的百分之十列入公司法定 公积金。公司法定公积金累计额为公司注册资本的百分之五十以上的，可以不再 提取。 第一条 为进一步规范湖北亨迪药业股份有限公司（以下简称"公司"）利润 分配行为，推动公司建立科学、持续、稳定的利润分配机制，保护中小投资者合 法权益，根据《公司法》、《证券法》、《深圳证券交易所创业板股票上市规则》、 中国证监会《关于进一步落实上市公司现金分红有关事项的通知》以及《公司章 程》的有关规定，结合公司实际情况，制定本制度。 公司的法定公积金不足以弥补以前年度亏损的，在依照前款规定提取法定公 积金之前，应当先用当年利润弥补亏损。 公司从税后利润中提取法定公积金后，经股东会决议，还可以从税后利润中 提取任意公积金。 公司弥补亏损和提取公积金后所余税后利润，按照股东持有的股份比例分配。 股东会违反前款规定，在公司弥补亏损和提取法定公 ...