General Overview - The document outlines the work guidelines for the General Manager of Hubei Hendi Pharmaceutical Co., Ltd, aiming to improve the company's governance structure in accordance with relevant laws and regulations [1] Chapter 1: General Principles - The guidelines are established based on the Company Law of the People's Republic of China and the company's articles of association [1] Chapter 2: Qualifications and Appointment Procedures - The General Manager must possess extensive knowledge in economics and management, practical experience in enterprise operations, and familiarity with relevant laws and policies [2] - The appointment of the General Manager is proposed by the Chairman and approved by the Board of Directors, while the Vice General Managers and financial officers are nominated by the General Manager and appointed by the Board [2][3] Chapter 3: Powers and Responsibilities - The General Manager is responsible for managing the company's operations, implementing board resolutions, and reporting to the Board [3] - The General Manager must adhere to laws and regulations, execute board decisions, and focus on market analysis and technological advancement [3][4] Chapter 4: Responsibilities of Other Senior Management - The Vice General Manager assists the General Manager and is responsible for specific areas of work [4] - The financial officer manages the company's financial affairs and reports to the General Manager [4] Chapter 5: Work Structure and Procedures - The company will establish functional departments as needed, with proposals for their setup or dissolution submitted by the General Manager to the Board [5] - The General Manager's office meetings are held to discuss significant management decisions, ensuring scientific and rational decision-making [5][6] Chapter 6: Reporting System - The General Manager is required to report regularly to the Board and inform the Chairman of significant operational matters [6][7] - Immediate reporting is required for critical incidents affecting the company's operations or safety [6][7] Chapter 7: Evaluation and Rewards - The Board's remuneration and evaluation committee is responsible for assessing the performance of the General Manager and other senior management [7] - Significant achievements during the term may lead to rewards, while failures may result in penalties or dismissal [7][8] Chapter 8: Supplementary Provisions - The guidelines are subject to interpretation by the Board and must comply with national laws and the company's articles of association [8][9]

财务管理制度 二Ο二五年九月 湖北亨迪药业股份有限公司 财务管理制度 湖北亨迪药业股份有限公司 财务管理制度 (2025 年 9 月) 第六条 财务部是公司财务管理中心，负责组织、监督、指导公司及各子公司 湖北亨迪药业股份有限公司 财务管理制度 第一章 总则 第一条 为了加强湖北亨迪药业股份有限公司（以下简称"公司"）的财务管理 工作，规范公司的财务行为，维护股东的权益，根据《中华人民共和国会计法》、 《中华人民共和国公司法》、《企业会计制度》、《企业会计准则》和《会计基 础工作规范》的有关规定，结合公司实际情况，制定本制度。 第二条 本制度管理范围涉及公司财务管理体系、会计基础管理、全面预算管 理、会计核算管理等方面。 第三条 本制度是公司财务管理工作的基本制度，在公司范围内统一执行。 财务部和各级子公司必须根据本制度相关条款与规定， 制定符合本单位实际情况 的相关管理办法、实施细则或工作条例。 第四条 本制度适用于公司总部及公司各级子公司。子公司包括公司直接和 间接持股比例 50%以上的绝对控股子公司和具有实质性控制的其他企业。公司的 联营、合营企业与参股公司可参照本制度执行。 第二章 财务管理体系 第五 ...

Core Viewpoint - The document outlines the measures and principles established by Hubei Hendi Pharmaceutical Co., Ltd. to prevent the occupation of company funds by controlling shareholders and related parties, ensuring the safety of company assets and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The purpose of the system is to create a long-term mechanism to prevent the occupation of company funds by controlling shareholders and related parties, in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. - Company directors, the audit committee, and senior management have the obligation to maintain the safety of company funds [1]. Group 2: Definitions of Fund Occupation - Fund occupation includes both operational and non-operational forms, where operational occupation arises from related transactions in procurement and sales, while non-operational occupation includes payments for wages, benefits, and other expenses on behalf of controlling shareholders [2]. Group 3: Prevention Principles - Controlling shareholders and related parties are prohibited from occupying company funds through various means, including direct or indirect loans [2]. - Related transactions with controlling shareholders must strictly adhere to the company's articles of association and relevant regulations [2]. Group 4: Responsibilities and Measures - The chairman of the company is the primary responsible person for preventing fund occupation, supported by the general manager, financial director, and board secretary [3]. - A leadership group is established for daily supervision and management of fund occupation prevention, consisting of key company executives [3]. Group 5: Monitoring and Reporting - The financial department is responsible for regular inspections and reporting on non-operational fund transactions with controlling shareholders to prevent such occurrences [4]. - Independent directors and the audit committee must review fund transactions with related parties at least quarterly to identify any irregularities [5]. Group 6: Legal and Financial Consequences - If fund occupation occurs, the company board must take protective measures such as litigation and asset freezing to mitigate losses [6]. - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and the company will pursue legal responsibility for any losses incurred by investors [7].

Core Points - The internal audit system of Hubei Hendi Pharmaceutical Co., Ltd. aims to strengthen and standardize internal audit work, protect investors' rights, and ensure compliance with relevant laws and regulations [2][3] - The internal audit is an independent and objective activity that evaluates and improves the company's operations, risk status, internal control, and governance effectiveness [2][3] - The internal audit department is responsible for daily audit work and supervises the company's board, senior management, subsidiaries, and significant equity investees [4][5] Internal Audit Objectives - Ensure compliance with national laws, policies, and regulations [2] - Promote risk control within acceptable levels [2] - Improve company operations and achieve business objectives [2] Internal Audit Structure - The company has an independent internal audit department with a minimum of three full-time auditors [4][5] - The head of the internal audit department is nominated by the audit committee and appointed by the board [4] Internal Audit Responsibilities - The internal audit department is responsible for developing audit procedures, evaluating risk management, and implementing the annual audit plan [9][10] - Responsibilities include comprehensive audits, special audits, and ensuring the integrity and effectiveness of internal control systems [10][11] Audit Implementation - The audit department must submit an internal control evaluation report at least annually to the audit committee [11] - Internal control reviews focus on financial reporting and related internal control systems [11][12] Audit Authority - The internal audit department has the authority to attend relevant meetings, access management information, and request documents from relevant departments [8][9] - It can propose corrective actions for illegal activities and improve economic management [8][9] Audit Methods and Procedures - The internal audit can be conducted through on-site and off-site methods, with specific procedures for each [10][11] - Audit reports must include objectives, methods, conclusions, and recommendations [11][12] Quality Control - The internal audit department must conduct self-assessments and ensure that audit procedures are followed [12][13] - Auditors must avoid conflicts of interest and maintain professional integrity [12][13] Accountability - The audit committee and management must ensure that audit findings are utilized effectively, and corrective actions are taken for identified issues [14] - Internal auditors may be held accountable for failing to follow procedures or for misconduct [14]

Core Points - The internal control system aims to standardize company operations, enhance risk management, and protect investors' rights [1][2] - The internal control framework should be comprehensive, covering various levels including the company, subsidiaries, and business processes [5][6] - The internal control system must include specific elements such as goal setting, risk assessment, control activities, and information communication [2][3] Group 1: General Principles - The internal control system is designed to ensure the achievement of strategic goals and reduce shareholder risks [1] - The board of directors is responsible for establishing, implementing, and supervising the internal control system [1][4] - The internal control system should be complete, reasonable, and effective to improve operational efficiency and ensure legal compliance [1][4] Group 2: Internal Control Framework - The internal control system should encompass all business activities, including sales, procurement, research and development, asset management, and financial management [3][4][5] - Specific controls should be established for each business segment, tailored to the company's industry and operational characteristics [5][6] - The internal control system must also include management policies that span all business activities, such as budget management and information disclosure [5][6] Group 3: Risk Management - The company should identify and assess internal and external risks that may impact the achievement of its goals [2][6] - Risk management strategies should be selected based on the company's risk tolerance and preferences [2][6] - A crisis management control system should be established to address unique risks associated with the industry [6][7] Group 4: Supervision and Evaluation - Regular and irregular checks on the implementation of the internal control system are required to identify deficiencies and improve effectiveness [8][10] - The internal audit department is responsible for daily supervision and must report directly to the board of directors [8][10] - The board should evaluate the internal control system based on audit reports and disclose findings in annual reports [11][12]

Core Points - The document outlines the independent director special meeting system for Hubei Hendi Pharmaceutical Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][4] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Meeting Rules - A special meeting of independent directors requires the presence of more than half of the independent directors to be valid [2] - Meetings are primarily held in person but can also be conducted via video, phone, or other communication methods if necessary [2] - A majority of independent directors must elect one to convene and preside over the meeting; if the convener is unable to perform their duties, two or more independent directors can convene and elect a representative [2][3] - Independent directors must attend meetings in person or review materials in advance and delegate their voting rights if unable to attend [2][3] Voting and Decision-Making - Voting at the special meeting is conducted on a one-vote-per-person basis, with various methods including show of hands, written votes, and communication votes [2] - Certain matters require approval from the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [2][3] Special Powers and Responsibilities - Independent directors can exercise special powers, such as hiring external agencies for audits or consultations, proposing temporary shareholder meetings, and calling board meetings, but these actions must be approved by the special meeting [3] - The company must disclose any inability to exercise these powers and provide reasons [3] Meeting Records and Support - Meeting records must be created, detailing the date, attendees, resolutions, and voting results, and must be retained for at least ten years [5] - The company is responsible for providing necessary support and resources for the independent directors to fulfill their duties [5][6] Annual Reporting - Independent directors must submit an annual report to the shareholders' meeting, detailing their participation in special meetings [6] Miscellaneous - Any matters not covered by this system will follow relevant laws, regulations, and the company's articles of association [6] - Amendments to this system require board approval and take effect upon approval [6]

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]