(Amended at the 1st meeting of the ninth session of the Board of Directors on 27 August 2024)

Chapter 1 General Provisions

Article 1 In order to better protect the interests of stakeholders of the Company, improve the corporate governance structure, enhance the Company's environment, sustainable development and corporate governance performance and realize the sustainable development of enterprises and society, the Sustainable Development Committee has been set up under the Board with the terms of reference by the Company in accordance with the Company Law of the People’s Republic of China, the Self-disciplinary Supervision Guidelines for Listed Companies of the Shanghai Stock Exchange No. 1 - Standardized Operation, the Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 14 - Sustainable Development Report (for Trial Implementation)”, the Articles of Association and other relevant provisions.

Article 2 The Sustainable Development Committee of the Board of Directors (the “Board”) is a specific working body set up by the Board in accordance with the resolution of the general meeting. It is mainly responsible for studying and formulating the Company's sustainable development strategies and policies as well as supervising, inspecting, evaluating and making recommendations on the Company's performance of sustainable development, including but not limited to medical health, climate change and environmental protection, employee rights and business ethics.

Chapter 2 Composition

Article 3 The Sustainable Development Committee shall be composed of three directors.

Article 4 Members of the Sustainable Development Committee shall be nominated by the chairman of the Board, more than half of the independent directors or one-third of all directors, and shall be elected by the Board.

Article 5 The Sustainable Development Committee shall have a chairman, who shall be served by the chairman of the Board of the Company and shall be responsible for the work of the committee.

Article 6 The term of office of the Sustainable Development Committee shall be the same as that of the Board. A member may serve consecutive terms if re-elected upon expiry of his/her term. A member shall cease to be a member when he/she is no longer a director of the Company, and the committee shall fill the resulting vacancy in accordance with the provisions of Articles 3 to 5 above.

Article 7 The Sustainable Development Committee shall establish a sustainable development working team with one group leader, which is assumed by the president of the Company, and several deputy group leaders. The working team will be responsible for daily work liaison, reporting and convening meetings.

Chapter 3 Duties and Authorities

Article 8 The major duties and authorities of the Sustainable Development Committee include:

(1) studying and formulating the Company’s sustainable development strategies, policies, structure and management objectives; ensuring that sufficient resources are available to achieve corporate sustainable development management objectives;

(2) reviewing and determining the plans and measures for fulfilling sustainable development, and supervising the implementation of the plans by the working team;

(3) supervising, inspecting and evaluating the Company's implementation of sustainable development planning and the achievement of management objectives;

(4) identifying sustainable development matters that have a significant impact on the Company's major stakeholders, studying and formulating strategies, policies and objectives for the protection of the interests of the Company's stakeholders, and supervising and evaluating its implementation;

(5) assessing and managing the risks and opportunities related to sustainable development;

(6) studying and formulating the strategies and policies of the Company's social welfare undertakings and make recommendations thereon;

(7) raising inquiries on major issues in production and operation that affect the Company's performance of sustainable development, and inspecting and supervising the handling of such matters;

(8) dealing with other matters assigned by the Board.

Article 9 The Sustainable Development Committee shall report to and be accountable to the Board and its proposals shall be submitted to the Board for consideration and approval.

Article 10 The Sustainable Development Committee shall regularly review the sustainable development report and other reports submitted by the working team, examine and evaluate the Company's performance of sustainable development and implementation of strategic policies, and report the conclusion of the evaluation to the Board.

Chapter 4 Rules of Procedures

Article 11 Meetings of the Sustainable Development Committee shall be held at least once a year and notice of meetings shall be given to all members at least five days prior to the meeting (except for emergencies). Meetings shall be chaired by the chairman of the committee. If the chairman of the committee cannot attend, he/she may appoint another member to chair the meeting.

Article 12 Meetings of the Sustainable Development Committee shall be held only in the presence of more than two thirds of its members. Each member shall be entitled to one vote. Resolutions of a meeting must be adopted by the affirmative votes of more than half of all members.

Article 13 Voting at the meetings of the Sustainable Development Committee shall be by a show of hands or by poll.

Article 14 The head and deputy head of the sustainable development working team may attend meetings of the Sustainable Development Committee and the directors, supervisors and other senior management of the Company may be invited to attend such meetings when necessary.

Article 15 The Sustainable Development Committee may, if necessary, engage intermediary firms to provide professional advice on its decisions at the expense of the Company.

Article 16 The procedures for convening a meeting, the method of voting and resolutions passed at a meeting of the Sustainable Development Committee shall be in conformity to the provisions of the relevant laws, regulations, the Articles of Association and the terms of reference.

Article 17 The Sustainable Development Committee shall keep the minutes of its meetings. Members present at a meeting shall sign the minutes of that meeting which shall be kept by the secretary of the Board of the Company.

Article 18 Any proposal considered and the result of any poll taken at a meeting of the Sustainable Development Committee shall be reported in writing to the Board of the Company.

Article 19 Members present at a meeting shall be obliged to keep confidential all matters discussed in such meeting, and shall not disclose any relevant information without authorization.

Chapter 5 Supplementary Provisions

Article 20 The terms of reference shall become effective from the date of being considered and approved by the Board.

Article 21 Any matters not covered by the terms of reference shall be implemented in accordance with the provisions of the relevant laws, regulations and the Articles of Association. In the event that the terms of reference are in contravention with the laws and regulations subsequently promulgated by the PRC government, or the Articles of Association as amended under lawful procedures, the relevant laws and regulations of the PRC and the Articles of Association shall prevail.

Article 22 The power of interpretation of, and amendments to, the terms of reference shall be vested in the Board of the Company.

Joincare Pharmaceutical Group Industry Co., Ltd.

27 August 2024