Yixintang Pharmaceutical Group Co., Ltd. Board of Directors' Strategy and ESG Committee Working Rules
Chapter 1 General Provisions
Article 1 To meet the strategic development needs of Yixintang Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), enhance the Company's core competitiveness, determine the Company's development plan, improve investment decision-making procedures, strengthen decision-making scientificity, improve the quality and efficiency of major investment decisions, and improve the Company's governance structure, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Corporate Governance Guidelines for Listed Companies," the "Administrative Measures for Independent Directors of Listed Companies," the "Stock Listing Rules of the Shenzhen Stock Exchange," the "Shenzhen Stock Exchange Main Board Listed Company Self-Regulatory Supervision Guide No. 1 - Standardized Operation of Main Board Listed Companies," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 3 - Preparation of Sustainability Reports," and the "Articles of Association of Yixintang Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations, the Company hereby establishes the Board of Directors' Strategy and ESG Committee (hereinafter referred to as the "Strategy and ESG Committee") and formulates these Working Rules.
Article 2 The Strategy and ESG Committee is a special working body under the Board of Directors, primarily responsible for researching and proposing suggestions on the Company's long-term development strategy, major investment decisions, ESG strategy, and ESG-related proposals, and is accountable to the Board of Directors, reporting its work to the Board.
Article 3 These Working Rules apply to the Strategy and ESG Committee and the relevant personnel and departments involved in these Working Rules.
Chapter 2 Composition of Personnel
Article 4 The Strategy and ESG Committee shall be composed of three members, all of whom must be directors of the Company.
Article 5 The members of the Strategy and ESG Committee shall be nominated by the Chairman, more than one-half of the independent directors, or two-thirds of all directors, and elected by the Board of Directors.
Article 6 The Strategy and ESG Committee shall have one Director (Convener), nominated by the Chairman and approved by the Board of Directors.
Article 7 The term of office of the members of the Strategy and ESG Committee shall be the same as the term of office of the directors of the same session. Members may be re-elected upon the expiration of their term. If a member ceases to hold the position of director of the Company during their term, they shall automatically lose their qualification as a member.
Article 8 Members of the Strategy and ESG Committee may submit their resignation to the Board of Directors before the expiration of their term. The resignation report shall include necessary explanations regarding the reasons for resignation and matters that require the attention of the Board of Directors.
Article 9 Upon the proposal of the Chairman and with the approval of the Board of Directors, the members of the committee may be adjusted during their term. If the members of the Strategy and ESG Committee change, and it also involves changes in the directors of the Company, the relevant procedures shall be handled in accordance with the provisions of the "Articles of Association" and reported to the shareholders' meeting for approval, and announced according to regulatory requirements.
Article 10 If the number of members of the Strategy and ESG Committee is less than the number stipulated in these Working Rules, the Board of Directors shall supplement the number of members in accordance with Articles 4 to 6 of these Working Rules.