/Jingjing Pharmaceutical: Financing Management System

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Jingjing Pharmaceutical: Financing Management System

Shenzhen Stock Exchange

2025/10/30

Jingjing Pharmaceutical Group Co., Ltd.

Financing management system

Chapter 1 General Provisions

Article 1 In order to regulate the financing behavior in the company's business operations, reduce capital costs, reduce financing risks, and improve the efficiency of capital operations, this system is formulated in accordance with relevant laws and regulations and in combination with the company's actual situation.

Article 2 This system applies to the group company headquarters and all branch companies.

Article 3 The term "financing" as mentioned in this system refers to the activities in which a company raises funds through absorbing direct investment, issuing stocks and bonds, and borrowing from financial institutions to meet the needs of production and operation development.

Article 4 Principles of financing: the principle of abiding by national laws and regulations, the principle of unified financing and graded use, the principle of reasonable weighing to reduce costs, the principle of appropriate debt to prevent risks.

Article 5 The main business activities related to bank borrowings shall be handled by the company's assets and finance department; the main business activities related to the issuance of company stocks and bonds shall be handled by the company's securities affairs department and the assets and finance department within their respective scopes of responsibility.

Article 6 The authorizer, executor and accounting record keeper of the financing business shall be separated from each other.

Article 7 Financial and taxation matters related to the company's financing activities must be strictly implemented in accordance with relevant national laws, regulations and policies. If relevant laws, regulations and policies are adjusted, the company will adjust its financial and taxation methods accordingly.

Article 8 The Securities Affairs Department and the Asset Finance Department shall designate dedicated personnel to be responsible for the safekeeping of documents, contracts, agreements, contracts and other relevant materials related to financing activities.

Chapter 2 Absorbing Direct Investment

Article 9 The company may accept investment from investors in the form of monetary funds, physical objects, intangible assets, equity, etc., but shall not accept investment from investors with security rights or leased assets. When a company accepts non-monetary asset contributions from investors, if laws and administrative regulations have provisions on the form, procedures, evaluation and valuation of investment, such provisions shall be followed.

Article 10 A company shall formulate a financing plan, determine the scale of financing, and perform decision-making procedures, which must be approved by the company's shareholders' meeting or the board of directors. Sign an investment agreement with investors to stipulate the investment amount, shares held, investment date, investment income and risk sharing, etc.; the Asset Finance Department is responsible for supervising the availability of funds raised and the evaluation of physical assets, hiring a qualified certified public accountant firm to handle capital verification procedures as needed, and the company issues an investment report to investors accordingly; the Asset Finance Department should establish a shareholder list in a timely manner after receiving investment funds; the General Management Department is responsible for handling industrial and commercial change registration and company articles of association change procedures.

Article 11 During the operation period, the capital invested by the investing parties in the company shall not be withdrawn in any way except for capital reduction or transfer in accordance with the relevant provisions of the Articles of Association.

Chapter 3 Raising Funds by Issuing Stocks

Article 12 The company's issuance of stocks (including public issuance and non-public issuance, the same below) shall be based on the company's strategic development and production and operation needs, fully consider the company's return on net assets and other relevant indicators after financing, propose a feasibility study report, organize relevant departments or experts to conduct analysis, and submit it to the board of directors for review and implementation after the approval of a special resolution of the shareholders' meeting.

Article 13 When a company issues shares, the Ministry of Securities Affairs shall draft a plan, which shall be reviewed and approved by the Board of Directors and Shareholders’ Meeting and the approval document obtained from the securities regulatory authorities shall be followed before fund-raising activities are carried out.

Article 14 The Ministry of Securities Affairs shall organize relevant departments of the company to cooperate with intermediaries such as securities companies, law firms, and accounting firms to prepare the application documents for stock issuance. The preparation of application documents and the application process are carried out in accordance with relevant laws, regulations and the requirements of the securities regulatory authorities.

Article 15 For special-purpose funds raised through the issuance of stocks, issuance of convertible corporate bonds, etc., the company shall use and manage them in strict accordance with the provisions of the "Raised Funds Management System".

Chapter 4 Debt Financing

Article 16 Debt financing includes issuing bonds and financing from financial institutions.

Article 17 The Ministry of Securities Affairs shall propose a plan for the issuance of bonds by a company. After being reviewed and approved by the board of directors and shareholders' meeting and obtaining approval documents from relevant management departments, the Ministry of Securities Affairs shall organize relevant departments of the company to cooperate with intermediaries to carry out bond issuance in accordance with relevant laws and regulations.

Article 18 The company's borrowings from financial institutions are centrally and uniformly managed by the Assets and Finance Department. The Assets and Finance Department predicts capital requirements and analyzes capital costs based on the company's annual business plan and capital needs, and formulates a capital raising plan with a reasonable debt ratio and debt structure.

Article 19 When the company prepares the annual financial budget plan at the beginning of each year, the Assets and Finance Department may formulate the amount of bank financing for the current year as part of the annual financial budget. After discussion and approval by the company's management, it shall be submitted to the company's board of directors and shareholders' meeting for review. Within the annual financing quota approved by the shareholders' meeting, the company's management is responsible for handling relevant procedures for financing business.

Article 20 Procedures for handling corporate borrowings (including long-term and short-term borrowings, bill discounting, etc.):

(1) The Assets and Finance Department submits an application based on the company’s operating conditions and funding needs;

(2) Perform the approval procedures according to the approval authority specified by the company;

(3) The Assets and Finance Department handles the loan contract approval process in accordance with the company's relevant regulations on contract management;

(4) The Assets and Finance Department is responsible for signing loan contracts and supervising the arrival and use of funds.

Article 21 If a company's financing from a bank involves the provision of guarantees, the corresponding institution that approves financing shall make an approval decision on the guarantee matters while approving the financing. Refer to the "External Guarantee System" of companies involved in external guarantees.

Article 22 When a company obtains financing from a bank, it shall abide by the relevant regulations of the bank and the state, and the primary principle shall be to safeguard the interests of the company. The company's assets and finance department designates a dedicated person to establish a fund ledger to record in detail the raising, use and repayment of principal and interest of various funds, and promptly handle the procedures for loan repayment and renewal declaration to avoid the occurrence of penalty interest, arrears of interest and delayed loan repayment.

Article 23 If the company needs to return the financing amount in advance, the company's Assets and Finance Department shall submit an application, which will be implemented after approval by the company's general manager.

Article 24 Loans between the company and its subsidiaries and related parties shall be handled in accordance with the company's related transaction management system.

Article 25 Procedures for handling borrowings (including long-term and short-term borrowings, bill discounts, etc.) by subsidiaries (excluding listed companies):

(1) The subsidiary's finance department submits an application based on its own operating conditions and funding needs;

(2) The company's assets and finance department shall conduct a preliminary review of the subsidiary's capital demand plan and then report it to the company, and perform the approval procedures in accordance with the approval authority specified by the company;

(3) The company's assets and finance department is responsible for overall planning, and the subsidiary's finance department assists in signing loan contracts and supervises the arrival and use of funds.

Chapter 5 Supervision of Financing

Article 26 After the raised funds are in place, the company must effectively control and supervise the entire process of using the raised funds. Raised funds must be used strictly according to the purpose and budget proposed in the financing plan. If it is really necessary to change the purpose of the funds, the purpose of the funds must be changed with the consent of the agency that approves the financing plan in advance; fund use projects should be subject to strict accounting controls to ensure the reasonable and effective use of the funds raised, prevent the funds being raised from being squeezed, misappropriated, and squandered, review the legality, authenticity, and effectiveness of the use of funds, and implement strict budgetary controls on the projects using funds.

Article 27 The Company’s Assets and Finance Department shall, in accordance with the provisions of the relevant accounting system, reasonably set up accounting accounts for accounting of financing business, conduct accounting and supervise the financing business.

Article 28 The company's assets and finance department must keep track of the time, currency, amount, etc. of each loan that needs to be returned to the raised funds through relevant vouchers and account books, calculate interest in a timely manner, repay the principal and interest of the loan or bond on time, and issue dividends in a timely manner according to the resolutions of the shareholders' meeting.

Article 29 When a loan or bond cannot be repaid overdue, the company's asset and finance department should report in advance the reasons for the failure to repay on time, draw the company's top management to pay attention to the capital situation if necessary, negotiate with creditors in a timely manner, report the relevant situation, and apply for an extension.

Article 30 The main contents of the audit committee’s supervision of the company’s financing activities include:

(1) Positions and personnel establishment related to financing business. Focus on checking whether there is a phenomenon that one person handles the entire process of financing business.

(2) Implementation of authorization and approval of financing business. Focus on checking whether the authorization and approval procedures for financing business are complete and whether there is any ultra vires approval behavior.

(3) Legality of the financing plan. Focus on checking whether there is illegal financing.

(4) The custody of approval documents, contracts, etc. related to financing activities.

(5) Accounting of financing business. Focus on checking whether the original vouchers are authentic and legal, whether the accounting subjects are used correctly, and whether the accounting calculations are accurate and complete.

(6) Usage of funds raised. Focus on checking whether the funds raised are used as planned.

(7) Return of funds raised.

Article 31 The Audit and Supervision Department shall conduct internal audits of the company's financing business in accordance with the arrangements of the Audit Committee of the Board of Directors, and strengthen the review of the authenticity, legality, accuracy and completeness of various original vouchers involved in all aspects of the financing business.

Article 32 If weak links in the internal control of financing activities are discovered during the supervision and inspection process, relevant departments should be required to strengthen and improve them. If major problems are discovered, a written report should be submitted and reported to the audit committee of the company's board of directors in a timely manner.

Article 33 The Audit Committee has the right to supervise the above-mentioned relevant matters and their processes, provide timely corrective opinions on violations, make special reports on major issues, and submit them to the corresponding approval agencies for processing. When the Audit Committee deems it necessary, it may report directly to the Shareholders' Meeting.

Article 34 The independent directors of the company have the right to supervise the above-mentioned relevant matters and their processes. Relevant personnel of the company must actively cooperate and must not refuse, hinder or conceal, or interfere with their independent exercise of powers.

Chapter 6 Supplementary Provisions

Article 35 If any department, institution or individual of the company violates this system and raises funds beyond their authority, the company has the right to punish them accordingly; if losses are caused to the company, the relevant responsible persons shall compensate the company for the losses.

Article 36 Matters not covered in these rules shall be implemented in accordance with relevant national laws and regulations, relevant provisions of the China Securities Regulatory Commission, the stock listing rules of the stock exchange where the company's shares are listed, and the relevant provisions of the Articles of Association.

If these rules are inconsistent with relevant laws and regulations, relevant provisions of the China Securities Regulatory Commission, the stock listing rules of the stock exchange where the company's shares are listed, and the Articles of Association, the laws and regulations, relevant provisions of the China Securities Regulatory Commission, the stock listing rules of the stock exchange where the company's shares are listed, and the Articles of Association shall be followed.

Article 37 The Board of Directors is responsible for the interpretation of these rules.

Article 38 These rules shall come into effect from the date of review and approval by the board of directors, and the same shall apply when revised.