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]

董事会秘书工作细则 二〇二五年九月 湖北亨迪药业股份有限公司 董事会秘书工作细则 湖北亨迪药业股份有限公司 董事会秘书工作细则 (2025 年 9 月) 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"）董事会 秘书的行为，确保董事会秘书忠实履行职责，勤勉高效地工作，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》"）等有关规定，制定本细则。 第二条 公司设董事会秘书一名，董事会秘书为公司高级管理人员，对公司 和董事会负责，承担法律、法规及《公司章程》对公司高级管理人员所要求的义 务，享有相应的工作职权，并获取相应报酬。 第二章 选任 第三条 董事会秘书由董事长提名，由董事会聘任。 第四条 董事会秘书的任职资格： （一）具有良好的职业道德和个人品质； （二）具备履行职责所必需的财务、管理、法律等专业知识； 第五条 具有下列情形之一的人士不得担任董事会秘书： （一）有《公司法》第一百七十八条规定情形之一的； （二）被中国证监会采取证券市场禁入措施，期限尚未届满； 湖北亨迪药业股份有限公司 董事会秘书工作细则 （三）最近三 ...

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、 ...