Independent Director Special Meeting Work System (Draft) (Applicable After H Share Issuance and Listing) (Revised January 2026)
Article 1
To further improve the corporate governance structure of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company") and to fully leverage the role of independent directors in corporate governance, this system is formulated in accordance with the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Management Measures for Independent Directors of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standard Operation of Main Board Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Articles of Association"), as well as the Securities Listing Rules of Hong Kong Exchanges and Clearing Limited (hereinafter referred to as "the Hong Kong Listing Rules").
Article 2
Independent directors refer to directors who do not hold any position other than that of director in the Company and have no direct or indirect interests with the Company, its major shareholders, or actual controllers that may affect their independent and objective judgment. The meaning of "independent directors" in this system is consistent with that of "independent non-executive directors" in the Hong Kong Listing Rules. Independent directors must also meet the independence requirements set forth in the Hong Kong Listing Rules. Independent directors shall independently perform their duties without being influenced by the Company, its major shareholders, or actual controllers.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They shall diligently perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange, the provisions of the Hong Kong Listing Rules, and the Articles of Association, participating in decision-making, supervising, providing professional advice, safeguarding the overall interests of the Company, and protecting the legitimate rights and interests of minority shareholders.
Article 4
The independent director special meeting refers to a meeting attended solely by independent directors of the Company.
Article 5
The independent director special meeting is an irregular meeting that shall be held at least once a year, with all independent directors notified three days prior to the meeting and provided with relevant materials and information. The notification period may be waived with unanimous consent from all independent directors. More than half of the independent directors may propose to convene an interim meeting.