Yuheng Pharmaceutical: Management System for Use of Raised Funds (August 2025)
Harbin Yuheng Pharmaceutical Co., Ltd.
Harbin Yuheng Pharmaceutical Co., Ltd.
Raised funds use management system
Chapter 1 General Provisions
Article 1 In order to standardize the management of funds raised by Harbin Yuheng Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and improve the efficiency of the use of raised funds, in accordance with the Company Law, Securities Law, Supervision Rules for Funds Raised by Listed Companies, Shenzhen Stock Exchange Stock Listing Rules (hereinafter referred to as the "Stock Listing Rules"), Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 No. - Standardized Operation of Main Board Listed Companies" and other relevant laws, regulations, rules, normative documents and the relevant provisions of the "Articles of Association", this system is specially formulated.
Article 2 The term “raised funds” as mentioned in this system refers to the funds raised by a company through the issuance of securities or other securities of an equity nature (including convertible corporate bonds, depository receipts, etc.), but does not include the funds raised by the company for the implementation of equity incentive plans.
Over-raised funds refer to the amount of actual net raised funds that exceeds the planned amount of raised funds.
Article 3 After the raised funds are in place, the company shall go through capital verification procedures in a timely manner, and a capital verification report shall be issued by a certified public accountant firm with securities qualifications.
Article 4 The company's board of directors is responsible for establishing and improving the management system of raised funds, clearly stipulating the storage, management, use, change, supervision and hierarchical approval authority of special accounts for raised funds, decision-making procedures, risk control measures, information disclosure procedures and accountability, and ensuring the effective implementation of the system.
The company's board of directors should continue to pay attention to the storage, management and use of raised funds, effectively prevent investment risks, and improve the efficiency of the use of raised funds.
Article 5 If an investment project with raised funds of a company is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with this system.
Chapter 2 Special Account Storage of Raised Funds
Article 6 The company shall carefully select a commercial bank and open a special account for raised funds (hereinafter referred to as the "Special Account"). The raised funds shall be deposited in the special account decided by the board of directors for centralized management. The special account shall not store non-raised funds or use them for other purposes.
If a company has raised funds twice or more, it shall set up an independent special account for raised funds.
The excess raised funds should also be deposited in a special raised funds account for management.
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Article 7 The company shall sign a tripartite supervision agreement (hereinafter referred to as the "Agreement") with the sponsor institution and the commercial bank where the raised funds are deposited (hereinafter referred to as the "commercial bank") within one month after the raised funds are received. The agreement should at least include the following:
(1) The company shall centrally deposit the raised funds in a special account;
(2) If the company’s cumulative withdrawals from the special account at one time or within 12 months exceed 50 million yuan or 20% of the net raised funds, the company and the commercial bank shall promptly notify the sponsor;
(3) The commercial bank shall issue bank statements to the company every month and send a copy to the sponsor;
(4) The sponsor institution can go to the commercial bank to inquire about the special account information at any time;
(5) The rights, obligations and liability for breach of contract of companies, commercial banks and sponsor institutions;
(6) The account number of the special account for raised funds, the items of raised funds involved in the special account, and the deposit amount;
(7) The supervisory responsibilities of the sponsor, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the sponsor and the commercial bank on the use of funds raised by the company;
(8) If the commercial bank fails to issue statements to the sponsor in a timely manner or notify the special account of large withdrawals three times, or fails to cooperate with the sponsor in inquiring and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
The company shall promptly announce the main contents of the agreement after the signing of the above agreement.
If the above-mentioned agreement is terminated early before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement and make a timely announcement.
Article 8 If a company implements an investment project through its holding subsidiary, a tripartite supervision agreement shall be signed by the company, the holding subsidiary that implements the investment project, a commercial bank and the sponsor institution, and the company and its holding subsidiary shall be regarded as a common party.
Chapter 3 Use of Raised Funds
Article 9 The company shall prudently use the raised funds in accordance with the investment plan of the raised funds promised in the issuance application documents, ensure that the use of raised funds is consistent with the commitments in the issuance application documents, and shall not arbitrarily change the investment direction of the raised funds.
The company shall truly, accurately and completely disclose the actual use of raised funds, and shall make a timely announcement when any situation occurs that seriously affects the normal progress of the investment plan of raised funds.
Article 10 The funds raised by a company shall be earmarked exclusively for its main business, which is conducive to enhancing the company's competitiveness and innovation capabilities; it shall not be used for high-risk investments such as securities investment or derivatives trading or
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Provide financial assistance to others, and shall not invest directly or indirectly in companies whose main business is the purchase and sale of securities, and shall not be used for pledges, entrusted loans, or other investments that change the purpose of raised funds in a disguised manner.
Article 11 The company shall ensure the authenticity and fairness of the use of raised funds, prevent the raised funds from being occupied or misappropriated by controlling shareholders, actual controllers and other related parties, and take effective measures to prevent related parties from using raised funds to invest in projects to obtain improper benefits.
If the company discovers that the controlling shareholders, actual controllers and other related parties have appropriated the raised funds, it shall promptly require the occupier to return the funds and disclose the reasons for the occupation, the impact on the company, the repayment and rectification plan and the rectification progress. The board of directors shall investigate the legal liability of the relevant entities in accordance with the law.
Article 12 If the following circumstances arise in an investment project with raised funds, the company shall re-evaluate the feasibility and expected income of the project and decide whether to continue to implement the project:
(1) There are major changes in the market environment involved in the investment project with raised funds;
(2) The investment project with raised funds has been put on hold for more than one year;
(3) The completion period of the latest investment plan of raised funds has exceeded and the investment amount of raised funds has not reached 50% of the relevant plan amount;
(4) Abnormal situations occur in other investment projects with raised funds.
If the company encounters the circumstances specified in the preceding paragraph, it shall promptly disclose it. The company should disclose the progress of the project, the reasons for abnormalities, and the specific circumstances of re-evaluation during the reporting period in the latest periodic report. If it is necessary to adjust the investment plan of raised funds, the adjusted investment plan of raised funds shall be disclosed at the same time; if it involves changing the investment project of raised funds, the relevant review procedures for changing the use of raised funds shall apply.
Article 13 If the company decides to terminate the original investment project with raised funds, it shall select a new investment project as soon as possible and scientifically.
Article 14 If a company uses raised funds to replace self-raised funds that have been invested in investment projects with raised funds in advance, it shall be implemented within six months after the raised funds are received, and shall be reviewed and approved by the company's board of directors. The sponsor shall issue a clear opinion and fulfill its information disclosure obligations before it can be implemented.
If the company has disclosed in the issuance application documents that it intends to use raised funds to replace pre-invested self-raised funds and the pre-invested amount is determined, it shall make an announcement before the replacement is implemented.
Article 15 If the company's idle raised funds are temporarily used to supplement working capital, it shall be reviewed and approved by the board of directors, and the sponsor shall issue a clear consent opinion and disclose it, and shall meet the following conditions:
(1) The use of raised funds shall not be changed in disguised form;
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(2) It shall not affect the normal progress of the investment plan of raised funds;
(3) The time for a single replenishment of working capital shall not exceed twelve months;
(4) The last raised funds used to temporarily replenish working capital have been returned (if applicable);
(5) Do not use idle raised funds to directly or indirectly conduct high-risk investments such as securities investments and derivatives transactions.
When idle raised funds are temporarily used to replenish working capital, they should be used through a special account for raised funds and are limited to production and operations related to the main business.
Article 16 If a company uses idle raised funds to temporarily supplement working capital, it shall promptly announce the following content after submitting it to the board of directors for review and approval:
(1) Basic information on the funds raised this time, including the time of raising, amount of funds raised, net amount of funds raised and investment plan, etc.;
(2) Usage of raised funds;
(3) The amount and period of idle raised funds to replenish working capital;
(4) The amount of financial expenses expected to be saved by using idle raised funds to replenish working capital, the reasons for insufficient working capital, whether there is any disguised change in the use of raised funds, and measures to ensure that the normal progress of projects with raised funds will not be affected;
(5) Opinions issued by the sponsor;
(6) Other contents required by Shenzhen Stock Exchange.
Before the expiration date of the supplementary working capital, the company shall return this part of the funds to the special account for raised funds and make a timely announcement after all the funds have been returned.
If the company expects to be unable to return this part of the funds to the special account for raised funds on time, it shall perform the review procedures in accordance with the requirements of the preceding paragraph before the expiration date and make a timely announcement. The announcement shall include the whereabouts of the funds, the reasons why they cannot be returned, the reasons and deadlines for continued use to supplement working capital, etc.
Article 17 The company shall properly arrange the use plan of the excess raised funds based on the company's development plan and actual production and operation needs. The company shall clarify the specific use plan of the excess raised funds no later than when the same batch of raised investment projects are completed as a whole, and put them into use according to the plan.
The excess raised funds should be used for projects under construction and new projects, repurchasing company shares and canceling them in accordance with the law.
The use of over-raised funds shall be resolved by the board of directors in accordance with the law. The sponsor shall issue clear opinions and submit them to the shareholders' meeting for review. The company shall promptly and fully disclose the necessity and rationality of the use of over-raised funds and other relevant matters.
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related information. If a company uses super-raised funds to invest in projects under construction or new projects, it should also fully disclose the construction plan, investment cycle, rate of return and other information of the relevant projects. If the project involves related transactions, asset purchases, external investments, etc., it should also perform review procedures and information disclosure obligations in accordance with the "Stock Listing Rules" and other regulations.
If it is indeed necessary to use temporarily idle over-raised funds for cash management or temporary replenishment of working capital, the necessity and rationality should be explained. The amount, time limit and other matters should be reviewed and approved by the board of directors. The sponsor should issue a clear opinion, and the company should disclose relevant information in a timely manner.
The company shall explain the use of excess raised funds and the use plan for the next year in a special report on the deposit, management and use of the company's raised funds.
Article 18 The company shall use the excess raised funds in a planned manner in accordance with the actual production and operation needs and after submission to the board of directors or shareholders' meeting for review and approval in the following order:
(1) Supplement the funding gap of investment projects with raised funds;
(2) Temporarily supplement working capital;
(3) Carry out cash management.
Article 19 If a company uses temporarily idle raised funds for cash management, it shall do so through a special account for raised funds or a publicly disclosed special settlement account for products. This account shall not store non-raised funds or be used for other purposes. The implementation of cash management shall not affect the normal progress of the investment plan of raised funds. When opening or canceling a product-specific settlement account, the company shall make a timely announcement.
Cash management products should meet the following conditions:
(1) Products with high security such as structured deposits and certificates of deposit must not be non-principal guaranteed;
(2) The liquidity is good, and the product term shall not exceed twelve months;
(3) Cash management products are not allowed to be pledged.
Article 20 If a company uses temporarily idle raised funds for cash management, it shall promptly announce the following content after submitting it to the board of directors for review and approval:
(1) Basic information on the funds raised this time, including the time of raising, amount of funds raised, net amount of funds raised and investment plan, etc.;
(2) The use of raised funds and the reasons why raised funds are idle;
(3) The amount and period of cash management, whether there is any disguised change in the use of raised funds, and measures to ensure that the normal progress of the raised funds project will not be affected;
(4) The income distribution method, investment scope, and security provided by the product issuer of cash management products
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Risk analysis, risk control measures taken by the company to ensure the safety of funds, etc.;
(5) Opinions issued by the sponsor.
When there are major adverse factors such as the deterioration of the financial condition of the product issuer and the loss of the invested products, the company shall promptly disclose, alert the risks, and disclose the risk control measures that have been taken or planned to be taken to ensure the safety of funds.
Chapter 4 Changes in Investment Direction of Raised Funds
Article 21 If the company has the following circumstances, it will be deemed as a change in the purpose of raised funds:
(1) Cancel or terminate the original fund-raising project, implement new projects or permanently replenish working capital;
(2) Change the implementation entity of the investment project with raised funds (except when the implementation entity changes between the company and its wholly-owned subsidiary);
(3) Change the implementation method of investment projects with raised funds;
(4) Other circumstances determined by the Shenzhen Stock Exchange/China Securities Regulatory Commission as changes in the use of raised funds.
Article 22 The company may change the use of raised funds only after the board of directors and shareholders' meeting have reviewed and approved the proposal to change the use of raised funds.
Sponsors must express clear opinions on changes in the use of raised funds. If the company has the circumstances specified in paragraph (1) of Article 21, the sponsor shall, based on the documents related to raised funds disclosed in the previous period, explain in detail the main reasons for the changes in the investment projects with raised funds and the rationality of the previous recommendation opinions.
If new projects involve related transactions, asset purchases, or external investments, they must also perform review procedures and information disclosure obligations in accordance with the relevant regulations such as the Stock Listing Rules.
Article 23 In principle, the investment direction of the raised funds after the company changes should be invested in the main business.
Article 24 The company's board of directors shall scientifically and prudently conduct a feasibility analysis of the proposed investment project with newly raised funds after the change, and ensure that the investment project has good market prospects and profitability, effectively prevent investment risks, and improve the efficiency of the use of raised funds.
Article 25 If a company changes the purpose of raised funds to acquire the assets (including equity) of the controlling shareholder or actual controller, it shall ensure that it can effectively avoid horizontal competition and reduce related transactions after the acquisition is completed.
Article 26 If a company plans to change the investment project with raised funds into a joint venture, it shall carefully consider the necessity of the joint venture on the basis of fully understanding the basic situation of the joint venture parties, and the company shall hold the controlling shareholding to ensure effective control of the raised investment project.
Article 27 If a company changes the implementation location of a fundraising project, it must be reviewed and approved by the company’s board of directors.
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Make a timely announcement to explain the changes, reasons, impact on the implementation of the investment project with raised funds, and the opinions issued by the sponsor.
Article 28 After the completion of a single or all investment projects with raised funds, if the remaining raised funds (including interest income) are less than 10% of the net raised funds of the project, the company's use of the remaining raised funds shall be reviewed and approved by the board of directors, and the sponsor shall issue a clear opinion.
If the surplus raised funds (including interest income) reaches or exceeds 10% of the net raised funds for the project, the company's use of the surplus funds must also be reviewed and approved by the shareholders' meeting.
If the remaining raised funds (including interest income) are less than 5 million yuan or less than 1% of the net raised funds, the above procedures may be exempted, and their use shall be disclosed in the annual report.
If the surplus raised funds are used to involve related transactions, asset purchases, external investments, etc., the review procedures and information disclosure obligations must also be performed in accordance with the relevant regulations such as the Stock Listing Rules.
Article 29 Before the completion of all projects with raised funds, the company has surplus funds due to the termination of the project and plans to change part of the raised funds into permanent supplementary working capital, which shall meet the following requirements:
(1) The funds raised have been received for more than one year;
(2) It will not affect the implementation of other fund-raising projects;
(3) Fulfill the approval procedures and information disclosure obligations in accordance with the requirements for changes in the use of raised funds.
Article 30 If an investment project with raised funds is not expected to be completed within the original time limit and the company intends to postpone the implementation, it shall be reviewed and approved by the board of directors in a timely manner and the specific reasons for failure to be completed as scheduled shall be promptly disclosed, explaining the current storage and accounting status of the raised funds, whether there are any circumstances that will affect the normal advancement of the plan to use the raised funds, the estimated time of completion and the investment plan in installments, measures to ensure on-time completion after the extension, etc. Sponsors should issue clear opinions.
If a company uses raised funds for cash management, temporary replenishment of working capital, or use of super-raised funds, exceeding the limit, period or purpose determined by the board of directors or shareholders meeting review process, if the circumstances are serious, it will be deemed to have changed the use of raised funds without authorization.
Chapter 5 Management and Supervision of Raised Funds
Article 31 The company's finance department shall set up a ledger for the use of raised funds and record in detail the expenditure of raised funds and the investment in raised funds projects.
The company's internal audit department should inspect the storage, management and use of raised funds at least once every quarter, and report the inspection results to the audit committee of the board of directors in a timely manner.
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If the Audit Committee of the Board of Directors believes that there are irregularities or major risks in the company's management of raised funds or that the internal audit department fails to submit an inspection result report in accordance with the provisions of the preceding paragraph, it shall report to the Board of Directors in a timely manner. The board of directors shall promptly report to the Shenzhen Stock Exchange and make an announcement after receiving the report.
Article 32 The company's board of directors shall comprehensively check the progress of the raised investment projects every half year, prepare and disclose a "Special Report on the Storage, Management and Actual Use of the Company's Raised Funds". Relevant special reports shall include the basic situation of raised funds and the storage, management and use of funds stipulated in this system. If there is a discrepancy between the actual investment progress of an investment project using raised funds and the investment plan, the company shall explain the specific reasons. If the actual annual use of raised funds for an investment project differs by more than 30% from the estimated use amount of the most recently disclosed raised funds investment plan, the company shall adjust the raised funds investment plan and disclose the latest annual raised funds investment plan, the current actual investment progress, the adjusted annual investment plan and the reasons for changes in the investment plan in special reports and periodic reports on the storage, management and use of raised funds.
Article 33 When an accounting firm conducts an annual audit, it shall issue an assurance report on the storage, management and use of funds raised by the company.
If the assurance conclusion is a "reserved conclusion", "negative conclusion" or "unable to reach a conclusion", the company's board of directors shall analyze the reasons for the conclusion raised by the certified public accountant in the assurance report, propose corrective measures and disclose them in the annual report.
Article 34 Sponsors shall conduct on-site inspections of the storage, management and use of funds raised by the company at least once every six months. After the end of each fiscal year, the sponsor shall issue a special verification report and disclose the deposit, management and use of the company's annual raised funds.
When an accounting firm issues a "reserved conclusion", "negative conclusion" or "unable to reach a conclusion" assurance conclusion, the sponsor institution shall also carefully analyze the reasons why the accounting firm raised the above assurance conclusion in its verification report and provide clear verification opinions.
If a sponsor institution discovers that a company or a commercial bank has failed to perform the tripartite agreement as agreed, or if it discovers major violations or major risks in the company's management of raised funds during an on-site inspection of the company, it shall urge the company to make timely rectifications and report to the Shenzhen Stock Exchange.
Chapter 6 Supplementary Provisions
Article 35 The terms "above", "within" and "before" in this system include the original number, and "exceed" and "less than" do not include the original number.
Article 36 This system will take effect from the date of approval and issuance by the company’s board of directors. The original April 2024
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The monthly version is obsolete.
Article 37 If this system is inconsistent with relevant laws and regulations, normative documents, rules of the Shenzhen Stock Exchange, and the Articles of Association, the above provisions and the Articles of Association shall prevail. If there are no provisions in this system, the provisions of relevant laws and regulations, normative documents, rules of the Shenzhen Stock Exchange, and the Articles of Association shall apply.
Harbin Yuheng Pharmaceutical Co., Ltd. Board of Directors August 2025
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