6d ago
TIGERMED - Overseas Regulatory Announcement - Management System of Controlled Subsidiaries
HANGZHOU TIGERMED CONSULTING CO., LTD.
Hangzhou Tigermed Pharmaceutical Technology Co., Ltd.
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 3347)
Overseas regulatory announcement
This announcement is made by Hangzhou Tigermed Pharmaceutical Technology Co., Ltd. (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 announcement published by the Company on the Shenzhen Stock Exchange website is set out below for reference only.
By order of the board of directors
Hangzhou Tigermed Pharmaceutical Technology Co., Ltd.
Chairman
Ye Xiaoping
Hong Kong, August 28, 2026
As at the date of this announcement, the executive directors are Dr. Ye Xiaoping, Ms. Cao Xiaochun and Mr. Wen Zengyu; the employee directors are Mr. Wu Hao; and the independent non-executive directors are Mr. Yuan Huagang, Ms. Liu Yuwen and Mr. Xiao Yaoxi.
Hangzhou Tigermed Pharmaceutical Technology Co., Ltd.
Management system of holding subsidiaries
Chapter 1 General Provisions
Article 1 In order to strengthen the management and control of Hangzhou Tigermed Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the company) over its holding subsidiaries, standardize the company's internal operating mechanism, and safeguard the legitimate rights and interests of the company and investors, this system is specially formulated in accordance with the Company Law, the Securities Law, the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies and other laws, regulations, normative documents, and the Articles of Association, and in light of the actual situation of the company.
Article 2 The term "controlled subsidiary" as used in this system refers to a company or other entity in which the company holds more than 50% of its equity, or can determine the composition of more than half of its board of directors, or can actually control it through agreements or other arrangements (such companies are hereinafter referred to as "controlled subsidiaries").
Article 3 This system applies to the company and its holding subsidiaries. The directors, supervisors and senior managers assigned by the company to each holding subsidiary should strictly implement this system, and should perform management, guidance, supervision and other tasks in a timely and effective manner in accordance with this system.
Chapter 2 Basic Principles for the Management of Controlled Subsidiaries
Article 4 Strengthens the management and control of holding subsidiaries, aiming to establish an effective control mechanism, conduct risk control on the company's governance structure, assets, resources, etc., and improve the company's overall operating efficiency and risk resistance capabilities.
Article 5 The company shall, in accordance with the requirements of the relevant national laws, regulations and normative documents for the standardized operation of listed companies and the asset control of listed companies, exercise the right to supervise and manage major matters of its controlled subsidiaries as a controlling shareholder or actual controller, and enjoy the right to invest in investment income and make decisions on major matters in accordance with the law. At the same time, it has the obligation to provide guidance, supervision and related services to its holding subsidiaries.
Article 6 A holding subsidiary shall establish corresponding business plans and risk management procedures based on the company's business strategies and risk management policies.
Article 7 Controlled subsidiaries shall establish a major event reporting system and review procedures, report major business matters, major financial matters, and other information that may have a significant impact on the trading price of the company's stocks and derivatives to the company in a timely manner in accordance with regulations, and report major matters to the company's board of directors or shareholders' meeting for review in strict accordance with authorized regulations.
Article 8 When convening a board of directors or shareholders' meeting, a controlled subsidiary must promptly report matters that may have a significant impact on the trading price of the company's stocks and derivatives on the day after the meeting, and promptly submit its board of directors, shareholders' meeting resolutions and other important documents to the secretary of the company's board of directors after the meeting.
Article 9 Controlled subsidiaries shall operate in accordance with the standards of listed companies, strictly abide by relevant laws and regulations, and formulate their internal control systems with reference to this system and the company's relevant regulations. If a company's holding subsidiaries control other companies, they should establish a management and control system for their holding subsidiaries layer by layer with reference to the requirements of this system and accept the supervision of the company.
Article 10 The development strategies and plans of the holding subsidiaries must comply with the overall development strategies and plans formulated by the company, and the company's various institutional regulations for the holding subsidiaries must be implemented.
Chapter 3 Establishment of Holding Subsidiaries
Article 11 The establishment of a holding subsidiary (including the formation of a holding subsidiary through mergers and acquisitions) must comply with national laws and regulations, comply with national industrial policies, comply with the company's development strategy and planning, comply with the company's industrial layout and structural adjustment direction, highlight the main business, help improve the company's core competitiveness, and prevent blind expansion and other irregular investment behaviors.
Article 12 The establishment of a holding subsidiary or the formation of a holding subsidiary through mergers and acquisitions must be subject to investment demonstration by the company. If the authority of the board of directors is reached according to the Articles of Association and relevant regulations, it must be submitted to the company's board of directors for review and approval before implementation; if the authority of the board of directors is exceeded, it must be submitted to the shareholders' meeting for review.
Chapter 4 Governance Structure of Holding Subsidiaries
Article 13 Within the framework of the company's overall goals, the holding subsidiary shall operate independently and manage independently in accordance with the provisions of the Company Law, Securities Law and other laws, regulations and normative documents, as well as the articles of association of the holding subsidiary, legally operate the corporate property of the enterprise, and accept the supervision and management of the company.
Article 14 A holding subsidiary shall formulate its articles of association in consultation with other shareholders in accordance with the provisions of this system. In accordance with the Company Law and relevant laws and regulations, we will improve our corporate governance structure and establish a sound internal management system. A holding subsidiary shall establish a shareholders' meeting, a board of directors (or executive director) and a board of supervisors (or supervisors) in accordance with the law. The company appoints or elects directors or supervisors by participating in the shareholders' meetings of its holding subsidiaries, and exercises management, coordination, supervision, assessment and other functions through these persons.
Article 15 The company implements governance monitoring of its holding subsidiaries by recommending directors, supervisors and senior managers. Personnel appointed and recommended by the company should be aware of the decision-making procedures for major matters stipulated in relevant laws, regulations and the Articles of Association.
Article 16 In principle, directors recommended by the company should account for more than half of the board members of the holding subsidiary, or can actually control the board of directors of the holding subsidiary through other arrangements. The chairman of the board of directors of a holding subsidiary shall be a director recommended by the company.
Article 17 The directors recommended by the company shall perform the following duties in accordance with the provisions of the Company Law and other laws and regulations, as well as the articles of association of the holding subsidiary:
(1) They should exercise the rights granted by the company prudently, conscientiously and diligently, be responsible to the company, and strive to manage their holding subsidiaries well.
(2) Attend board meetings of holding subsidiaries, participate in board decisions, and promote the board of directors to implement the company's decisions and requirements.
Article 18 If a holding subsidiary has a board of supervisors, its members, employee representatives and non-employee representatives shall be selected according to the articles of association of the holding subsidiary. Supervisors recommended by the company shall account for more than half of the members of the supervisory board of the holding subsidiary. If a holding subsidiary does not have a board of supervisors but only has one supervisor, the person shall be the person recommended by the company.
Article 19 The supervisors recommended by the company shall perform the following duties in accordance with the provisions of the Company Law and other laws and regulations, as well as the articles of association of the holding subsidiary:
(1) Examine the financial affairs of the holding subsidiaries, and when the actions of directors or managers harm the interests of the company, require the directors or managers to make corrections and report to the company in a timely manner.
(2) Supervise directors and managers who violate laws, regulations or the company's articles of association when performing their duties.
(3) Attend the meetings of the supervisory board of the holding subsidiary, and attend the board of directors and shareholders' meeting of the holding subsidiary.
(4) The articles of association of the holding subsidiary and other responsibilities specified by the company.
Article 20 The establishment of senior managers and financial directors of a holding subsidiary shall be stipulated in the articles of association of the holding subsidiary, and shall be appointed or dismissed upon the decision of the board of directors of the holding subsidiary.
Article 21 Directors and senior managers of a holding subsidiary shall not concurrently serve as supervisors of the same holding subsidiary.
Chapter 5 Supervision, Management, Rewards and Punishments of Controlled Subsidiaries
Article 22 The company's board of directors and various functional departments shall supervise, manage and guide the operations, finance, major investments, information disclosure, legal affairs and human resources of the holding subsidiaries in accordance with the company's internal control system.
Article 23 The holding subsidiaries shall abide by the company's unified financial management policies and implement a unified accounting system with the company. The company's finance department provides guidance and supervision on the accounting and financial management of the holding subsidiaries; it supervises and manages the reporting and execution of the business plans, financial accounting, capital allocation, external guarantees and related transactions of the holding subsidiaries.
Article 24 The company has the right to audit and verify the operations and finances of its holding subsidiaries, put forward rectification opinions, and require its holding subsidiaries to make rectifications within a time limit.
Article 25 The general manager of a holding subsidiary is responsible for organizing the preparation of relevant operating reports and financial statements in a timely manner, and regularly submits relevant documents to the company's finance department and the secretariat of the board of directors. The operating status report of a holding subsidiary must truly reflect its production, operation and management status. In addition to the company's daily operating status, the report content should also include market changes, the performance of relevant agreements, the construction status of key projects, and other major matters.
Article 26 Each holding subsidiary shall formulate the company's remuneration management system and incentive and restraint mechanism based on its own actual situation, and submit it to the subsidiary's board of directors and shareholders' meeting for review and approval after review by the company, and use it as a standard to assess the directors, supervisors and senior managers of the holding subsidiary after the end of each year, and implement rewards and punishments based on the assessment results.
Article 27 Each holding subsidiary shall safeguard the overall interests of the company, standardize the implementation of various rules and regulations, and strive to create good economic benefits. The company rewards subsidiaries and individuals who have made outstanding contributions as appropriate.
Article 28 If the directors, supervisors and senior managers assigned by the company to each holding subsidiary are incompetent and unable to perform their corresponding responsibilities and obligations, causing adverse effects on the operating activities and economic interests of the holding subsidiary, the company will, in accordance with relevant procedures, propose corresponding sanctions, punishments or replacements to the parties concerned through the subsidiary's board of directors.
Chapter 6 Information Disclosure and Reporting System of Controlled Subsidiaries
Article 29 According to the provisions of the "Shenzhen Stock Exchange Stock Listing Rules", major events that occur in a holding subsidiary are deemed to be major events that occur in the company. The holding subsidiary should establish an information disclosure and internal reporting system for major information in accordance with the company's "Information Disclosure Management System" and clarify the holding subsidiary's internal information disclosure responsibilities and confidentiality responsibilities to ensure that the company's information disclosure complies with the requirements of the "Shenzhen Stock Exchange Stock Listing Rules".
Article 30 The person in charge of a controlled subsidiary is the first person responsible for the subsidiary's information reporting. When an event occurs in a controlled subsidiary that may have a significant impact on the trading price of the company's stocks and its derivatives, he shall notify the company's secretary of the board of directors on the same day and submit relevant written texts and resolution documents. The secretary of the board of directors will determine whether it is information that should be disclosed.
Article 31 When a holding subsidiary studies, discusses or decides on matters that may involve information disclosure, it shall notify the secretary of the board of directors to attend the meeting and provide it with the information required for information disclosure. Before a controlled subsidiary makes any major decisions or implements any public plans such as publicity plans and marketing plans, it should seek the opinion of the board secretary from the perspective of information disclosure.
Article 32 Directors, supervisors, senior managers and other insiders of controlled subsidiaries shall control the number of insiders of the information to the minimum before disclosing information, and shall not leak inside information, engage in insider trading or manipulate stock trading prices.
Chapter 7 Supplementary Provisions
Article 33 Matters not covered by this system shall be implemented in accordance with the provisions of relevant laws, regulations, normative documents and the "Articles of Association"; if this system conflicts with laws, regulations, normative documents promulgated by the country in the future or the "Articles of Association" after being modified through legal procedures, the provisions of the relevant national laws, regulations, normative documents and the "Articles of Association" shall be implemented.
Article 34 This system shall come into effect after being reviewed and approved by the company's board of directors.
Hangzhou Tigermed Pharmaceutical Technology Co., Ltd.
August 29, 2026