ASYMCHEM - [Overseas Regulatory Announcement - Corporate Governance Related Matters] — 2026061701917
Asymchem Laboratories (Tianjin) Co., Ltd.
Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 6821)
Overseas regulatory announcement
This overseas regulatory announcement is made by the Company in accordance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The full Chinese text of the following information published by the Company on the Shenzhen Stock Exchange website is hereby provided for reference only.
By order of the board of directors
Dr. Hao Hong, Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.
Chairman, Executive Director and Chief Executive Officer
Tianjin, China, June 17, 2026
As of the date of this announcement, the Company’s Board of Directors consists of Dr. Hao Hong, Chairman and Executive Director, Ms. Yang Rui, Mr. Zhang Da and Mr. Hong Liang, Executive Directors, Dr. Ye Song and Ms. Zhang Ting, Non-executive Directors, and Dr. Sun Xuejiao, Dr. Hou Xinyi and Mr. Xie Weikai, Independent Non-executive Directors.
Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. Derivatives Investment Management System (Revised in Year and Month)
2026 6
Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.
Derivatives investment management system
Chapter 1 General Provisions
Article 1 In order to regulate the derivatives trading activities of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. and its subsidiaries (hereinafter referred to as the "Company" or "Subsidiaries") and control the risks of derivatives trading, this system is formulated in accordance with the Securities Law of the People's Republic of China, the Accounting Law of the People's Republic of China, the Stock Listing Rules of the Shenzhen Stock Exchange, the Self-Discipline Supervision Guidelines of Shenzhen Stock Exchange Listed Companies No. 7 - Transactions and Related Transactions, and the Articles of Association, as well as in light of the company's actual business conditions.
Article 2 Derivatives as mentioned in this system refer to products that are traded on or off the market, or are not traded, and are essentially futures, options, forwards, swaps, non-standardized option contracts and other products or a combination of the above products. The underlying assets of derivatives can include securities, indices, interest rates, exchange rates, currencies, commodities, other subjects, or a combination of the above-mentioned underlying assets; physical delivery or cash difference settlement can be adopted; margin or guarantee or mortgage can be used for leveraged transactions, or unsecured and unsecured credit transactions can be used.
Article 3 This system applies to derivatives transactions of the company and its holding subsidiaries. Without the consent of the company, the company's holding subsidiaries are not allowed to conduct derivatives transactions.
Article 4 The company and its affiliated units should strictly control the types and scale of derivative transactions. The derivative transactions they engage in are mainly RMB forward foreign exchange settlement and sales, forward foreign exchange sales and swaps (including exchange rate swaps and interest rate swaps), currency options and other businesses, mainly for the purpose of hedging.
Article 5 Regarding information related to derivatives business, the company shall disclose it in temporary reports or periodic reports in accordance with the relevant regulations of the securities regulatory authorities.
Chapter 2 Risk Control of Derivatives Trading
Article 6 Before a company carries out derivatives business, the company's financial center or a consulting agency shall be responsible for assessing the business risks of derivatives, analyzing the feasibility and necessity of the business, and reporting emergencies and changes in risk assessment in a timely manner.
Article 7 Before conducting derivatives transactions, a company shall formulate corresponding accounting policies and determine the measurement and accounting methods of derivatives trading business.
Article 8 The company's audit department is responsible for random inspections of derivatives trading business, supervising the compliance of the transaction process and the implementation of risk management and control.
Article 9 A company should establish a derivatives trading working group before conducting derivatives transactions. The trading team should be equipped with professionals in transaction decision-making, business operations, risk control, etc. Personnel involved in transactions should fully understand the risks of derivatives transactions and strictly implement the business operations and risk management systems for derivatives transactions.
Article 10 The company’s board of directors shall review and approve derivatives transactions within its external investment authority stipulated in the Articles of Association. Derivative investment matters that exceed the prescribed authority shall be submitted to the shareholders' meeting for review. The company's management is responsible for business operations such as the specific amount and time of derivatives transactions within the scope of authorization.
Article 11 Before conducting derivatives business, a company shall compare and inquire among multiple markets and products; if necessary, it may hire a professional institution to analyze and compare the derivatives to be selected.
Article 12 The company determines the fair value of derivative transactions in accordance with the "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments" and lists and discloses derivatives in accordance with "Accounting Standards for Business Enterprises No. 37 - Presentation of Financial Instruments".
Article 13 The company shall strictly control the type and scale of derivatives business, shall not engage in complex derivatives transactions beyond actual business needs, and shall not engage in derivatives speculation under the pretext of hedging.
Chapter 3 Review Procedures for Derivatives Business
Article 14 All derivatives transactions of the company must be submitted to the board of directors for review, and derivatives transactions that constitute related-party transactions must undergo related-party transaction voting procedures.
When a company engages in derivatives trading, it shall prepare a feasibility analysis report and submit it to the board of directors for review.
Article 15 If a derivatives transaction falls under any of the following circumstances, it shall be submitted to the shareholders’ meeting for review after being reviewed and approved by the board of directors:
(1) The upper limit of the transaction margin and royalties expected to be used (including the value of the collateral provided for the transaction, the credit limit of the financial institution expected to be occupied, the margin reserved for emergency measures, etc., the same below) accounts for more than 50% of the company's latest audited net profit, and the absolute amount exceeds RMB 5 million;
(2) The highest contract value held on any trading day is expected to account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds RMB 50 million;
(3) The company engages in derivatives transactions not for the purpose of hedging.
If a company is unable to perform review procedures and disclosure obligations for each derivatives transaction due to transaction frequency, timeliness requirements, etc., it may reasonably estimate and review the scope, amount, and duration of derivatives transactions in the next twelve months. The usage period of the relevant quota should not exceed twelve months, and the amount at any point in time during the period (including the relevant amount of re-trading with the proceeds of the aforementioned transactions) should not exceed the reviewed quota.
Article 16 Companies should establish a strict job responsibility system for derivatives trading business, and clarify the separation, restriction and supervision of the responsibilities, authorities, decision-making, execution and fund management of relevant business departments and positions.
The audit committee of the company's board of directors reviews the necessity, feasibility and risk control of derivatives transactions, and can hire a professional institution to issue a feasibility analysis report when necessary; it strengthens the evaluation and supervision of risk control policies and procedures related to futures and derivatives transactions, and promptly identifies relevant internal control deficiencies and takes remedial measures.
Chapter 4 Subsequent Management of Derivatives Business
Article 17 The company's derivatives trading business working group shall track changes in the open market price or fair value of derivatives, timely assess the risk changes of the derivatives business that has been carried out, and report to the audit department at the end of each quarter.
When the fair value impairment of the company's traded derivatives and the changes in the value of assets (if any) used for risk hedging are combined, resulting in a total loss or floating loss amount reaching 10% of the company's most recent audited net profit attributable to shareholders of the listed company and the absolute amount exceeds RMB 10 million, the board of directors shall promptly disclose it in a temporary announcement.
Article 18 For derivatives transactions that do not fall under the centralized settlement and clearing on the exchange floor, the company's derivatives trading working group should pay close attention to changes in the counterparty's credit risk, regularly conduct follow-up assessments of the counterparty's credit status and performance capabilities, and adjust the counterparty's performance collateral position accordingly.
Article 19 The company's derivatives trading working group should set appropriate stop-loss limits for various types of derivatives or different counterparties based on the characteristics of the traded derivatives, clarify the stop-loss processing business process, and strictly implement the stop-loss regulations.
Article 20 The company's derivatives trading working group shall promptly submit a risk analysis report to the company's management and board of directors. The content should include the execution status of derivatives trading authorization, derivatives trading positions, risk assessment results, current derivatives trading profit and loss status, stop-loss limit execution status, etc.
Article 21 Companies should formulate practical emergency response plans based on the characteristics of the derivatives business they have carried out, so as to promptly respond to major emergencies that may occur during the operation of the derivatives business.
Article 22 Companies should disclose relevant information on derivatives transactions that have been carried out in regular reports. The disclosure content includes:
Positions of derivatives transactions at the end of the reporting period. The number of unexpired derivatives positions at the end of the period, the contract amount, the maturity period, and the proportion of the company's net assets at the end of the reporting period should be classified and disclosed; and the classification methods and standards adopted should be explained.
Changes in floating profits and losses of the combination of traded derivatives and their risk hedging assets, and the impact on the company's current profits and losses;
Risk analysis and control measures for derivatives positions, including but not limited to market risk, liquidity risk, credit risk, operational risk, legal risk, etc.;
Changes in market prices or product fair values of traded derivatives during the reporting period. The analysis of the fair value of derivatives should disclose the specific methods used and the setting of relevant assumptions and parameters;
An explanation of whether there have been any significant changes in the company’s accounting policies and specific accounting principles for derivatives compared with the previous reporting period;
Other contents required to be disclosed by relevant departments.
Chapter 5 Supplementary Provisions
Article 23 This system shall be implemented from the date of approval by the company's board of directors.
Article 24 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant laws, regulations, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 25 The right to interpret this system belongs to the company's board of directors.