Anke Bio: Related Transaction Decision-making System (November 2025)
Anhui Anke Bioengineering (Group) Co., Ltd.
Anhui Anke Bioengineering (Group) Co., Ltd. Related Transaction Decision-making System
Chapter 1 General Provisions
Article 1 In order to regulate the related transactions of Anhui Anke Bioengineering (Group) Co., Ltd. (hereinafter referred to as the "Company"), improve the company's internal control system, ensure that the company's related transactions comply with the principles of fairness, impartiality and openness, and safeguard the legitimate rights and interests of the company and its shareholders, a related transaction decision-making system is formulated in accordance with relevant provisions such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the GEM Stock Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and the Articles of Association.
Article 2 In addition to complying with relevant laws, regulations, normative documents and the Articles of Association, related party transactions between the company and related parties must also comply with the relevant provisions of this system.
Article 3 This system applies to the company and its wholly-owned subsidiaries and holding subsidiaries.
Chapter 2 Related Persons and Related Relationships
Article 4 Related parties of a company include related legal persons and related natural persons.
Article 5 A legal person or other organization that has one of the following circumstances is an affiliated legal person of the company:
(1) Legal persons or other organizations that directly or indirectly control the company;
(2) Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
(3) Legal persons or other organizations other than the company and its holding subsidiaries that are directly or indirectly controlled by related natural persons of the companies listed in Article 6 of this system, or serve as directors (except independent directors) or senior managers;
(4) Legal persons or persons acting in concert holding more than 5% of the company’s shares;
(5) The China Securities Regulatory Commission, the Shenzhen Stock Exchange (hereinafter referred to as the "Exchange") or other legal persons or other organizations determined by the company based on the principle of substance over form to have a special relationship with the company and that may cause the company to tilt its interests.
Article 6 A natural person who meets one of the following circumstances is an associated natural person of the company:
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(1) Natural persons who directly or indirectly hold more than 5% of the company’s shares;
(2) The company’s directors and senior managers;
(3) Directors, supervisors and senior managers of legal persons or other organizations listed in Item (1) of Article 5 of this system;
(4) Close family members of the person mentioned in Item (1) (2) (3) of this article, including spouse, parents, spouse’s parents, brothers and sisters and their spouses, children over 18 years old and their spouses, spouse’s brothers and sisters, and parents of the children’s spouse;
(5) Other natural persons who are identified by the China Securities Regulatory Commission, the exchange or the company based on the principle of substance over form as having a special relationship with the company and who may cause the company to tilt its interests.
Article 7 A legal person or natural person who meets any of the following circumstances shall be deemed to be a related person of the company:
(1) As a result of signing an agreement or making an arrangement with the company or its affiliates, one of the circumstances specified in Article 5 or Article 6 of this system occurs after the agreement or arrangement takes effect or within the next twelve months;
(2) In the past twelve months, one of the circumstances specified in Article 5 or Article 6 of this system has occurred.
Article 8 The company’s directors, senior managers, shareholders holding more than 5% of the shares, and persons acting in concert and actual controllers shall promptly inform the company of the related parties with whom they have related relationships.
The company shall update the list of related persons in a timely manner and report the above related persons to the exchange for filing.
Article 9 Related relationships mainly refer to the ways or means that have the ability to directly or indirectly control or exert significant influence on the company in financial and operating decision-making, including but not limited to the equity relationships, personnel relationships, management relationships and commercial interest relationships between related parties and the company.
Related relationships should be substantively judged from the specific ways, channels and extent of the related party’s control or influence on the company.
Chapter 3 Related Transactions
Article 10 Related transactions refer to matters involving the transfer of resources or obligations between a company or its holding subsidiary and its related parties, including but not limited to the following matters:
(1) Purchase or sell assets;
(2) External investment (including entrusted financial management, investment in subsidiaries, etc., except for the establishment or increase of capital of wholly-owned subsidiaries)
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outside);
(3) Provide financial assistance (including entrusted loans);
(4) Providing guarantees (referring to the guarantees provided by the company to others, including guarantees to its holding subsidiaries);
(5) Lease or lease assets;
(6) Signing management contracts (including entrusted operation, entrusted operation, etc.);
(7) Donating or receiving assets;
(8) Creditor's rights or debt restructuring;
(9) Transfer of research and development projects;
(10) Sign a license agreement;
(11) Waiver of rights (including waiving the right of first refusal, the right to first subscribe for capital contribution, etc.);
(12) Purchase raw materials, fuel, and power;
(13) Selling products and commodities;
(14) Providing or accepting labor services;
(15) Entrusted or entrusted sales;
(16) Joint investment between related parties;
(17) Other matters that may result in the transfer of resources or obligations through agreement;
(18) Other transactions recognized by the exchange.
Article 11 A company’s related transactions shall follow the following basic principles:
(1) The principle of good faith;
(2) The principle of not harming the legitimate rights and interests of the company and non-affiliated shareholders;
(3) If related parties have voting rights at the company’s shareholders’ meeting, they should abstain from voting;
(4) Directors who have any interest shall recuse themselves when the board of directors votes on the matter;
(5) The company’s board of directors should judge whether the related transaction is beneficial to the company based on objective standards, and if necessary, hire a professional appraiser or financial consultant;
(6) Related transactions that should be disclosed shall be submitted to the board of directors for review after being approved by more than half of all independent directors.
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Article 12 The company shall take effective measures to prevent related parties from intervening in the company's operations by monopolizing procurement or sales business channels and harming the interests of the company and non-related shareholders. The price or charging principle of related party transactions should not deviate from the price or charging standards of independent third parties in the market. The company should fully disclose the pricing basis of related-party transactions.
Article 13 Related transactions between the company and related parties should be signed in written contracts or agreements, and should follow the principles of equality, voluntariness, equal compensation, and the content of the contract or agreement should be clear and specific.
Article 14 The company shall take effective measures to prevent shareholders and their related parties from possessing or transferring the company's funds, assets and other resources in various forms. Without review and approval by the board of directors or shareholders' meeting, the company shall not provide funds or other financial assistance to directors, senior managers, controlling shareholders, actual controllers and the enterprises they control and other related parties. The company shall prudently provide financial assistance or entrust financial management to related parties.
Chapter 4 Approval Procedures for Related Party Transactions
Article 15 The following related-party transactions (excluding the provision of guarantees and provision of financial assistance) must be approved by more than half of all independent directors and then reported to the company's board of directors for review:
(1) Related transactions involving a transaction amount of more than RMB 300,000 between the company and related natural persons shall be disclosed in a timely manner after review by the board of directors;
(2) Related transactions involving a transaction amount of more than 3 million yuan between the company and a related legal person and accounting for more than 0.5% of the absolute value of the company's latest audited net assets shall be disclosed in a timely manner after review by the board of directors.
The chairman of the board of directors has the right to decide on related-party transactions within the scope of the board of directors' decision-making authority.
Article 16 The following related-party transactions shall be submitted to the shareholders’ meeting for review and decision after being reviewed and approved by the company’s board of directors:
(1) Related transactions with related parties (including related natural persons and related legal persons) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company's latest audited net assets (except for the provision of guarantees);
(2) According to Article 20 of this system, if the board of directors does not have a quorum due to the withdrawal of related directors, the related transaction shall be reviewed and decided by the company's shareholders' meeting.
If the company intends to conduct related transactions that must be submitted to the shareholders' meeting for review, it must be approved by more than half of all independent directors before being submitted to the board of directors for review.
Article 17 Related transactions that are subject to the decision-making of the shareholders' meeting shall not only be disclosed in a timely manner, but also shall, in accordance with the specific provisions of the Listing Rules, hire a securities service agency that complies with the provisions of the Securities Law to evaluate the subject matter of the transaction.
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valuation or audit, and submit the transaction to the shareholders' meeting for review. Related party transactions related to day-to-day operations are exempt from audit or evaluation.
Article 18 When the board of directors makes a resolution on related party transactions, it must at least review the following documents:
(1) Background description of the related transaction;
(2) Proof of subject qualifications of related parties (legal person business license or natural person identity certificate);
(3) Agreements, contracts or any other written arrangements related to related transactions;
(4) Documents and materials based on the pricing of related-party transactions;
(5) A description of the impact of related transactions on the legitimate rights and interests of the company and non-related shareholders;
(6) Intermediary agency report (if any);
(7) Other materials required by the board of directors.
Article 19 If the company provides guarantees to related parties, regardless of the amount, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors.
If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.
If the company provides guarantees for shareholders holding less than 5% of the company's shares, the provisions of the preceding paragraph shall be followed, and the relevant shareholders shall abstain from voting at the shareholders' meeting.
Article 20 When the company's board of directors considers related party transactions, related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the non-related directors are present, and the resolutions made at the board meeting must be passed by more than half of the non-related directors. If the number of non-related directors present at the board of directors is less than three, the company shall submit the transaction to the shareholders' meeting for review.
Article 21 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of voting shares; the resolution announcement of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.
Article 22 Related directors include the following directors or directors who have one of the following circumstances:
(1) Counterparty;
(2) Serve in the counterparty, or in a legal person or other organization that can directly or indirectly control the counterparty.
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serves an organization or a legal person or other organization directly or indirectly controlled by the transaction counterparty;
(3) Having direct or indirect control over the counterparty;
(4) Close family members of the counterparty or its direct or indirect controller;
(5) Close family members of the directors and senior managers of the counterparty or its direct or indirect controller;
(6) Persons whose independent business judgment may be affected due to other reasons as determined by the China Securities Regulatory Commission, the exchange or the company.
Article 23 When the shareholders’ meeting considers related transactions, the following shareholders shall abstain from voting and shall not exercise voting rights on behalf of other shareholders:
(1) Counterparty;
(2) Having direct or indirect control over the counterparty;
(3) Directly or indirectly controlled by the counterparty;
(4) Directly or indirectly controlled by the same legal person or natural person as the counterparty;
(5) Close family members of the counterparty or its direct or indirect controller;
(6) Working for the counterparty to the transaction, or for a legal entity that can directly or indirectly control the counterparty or a legal entity directly or indirectly controlled by the counterparty (applicable to shareholders who are natural persons);
(7) Its voting rights are restricted or affected due to the existence of an unfulfilled equity transfer agreement or other agreement with the counterparty or its related parties;
(8) Legal persons or natural persons determined by the China Securities Regulatory Commission or the exchange that may cause the company to tilt its interests.
Chapter 5 Disclosure of Related Party Transactions
Article 24 Related transactions involving an amount of more than 300,000 yuan between a company and related natural persons shall be disclosed in a timely manner.
Article 25 The transaction amount between a company and a related legal person is more than 3 million yuan, and the related transaction accounts for more than 0.5% of the absolute value of the company's latest audited net assets, which shall be disclosed in a timely manner.
Article 26 When a company discloses related party transactions, it shall submit the following documents to the exchange:
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(1) Announcement draft;
(2) Agreement or letter of intent related to the transaction;
(3) Documents proving the resolution of the board of directors and the approval of more than half of all independent directors;;
(4) Approval from the competent authority (if applicable);
(5) Professional reports issued by intermediaries (if applicable);
(6) Opinions of the sponsor (if applicable);
(7) Other documents required by the exchange.
Article 27 The related party transaction announcement disclosed by the company shall include the following content:
(1) Overview of the transaction and basic information on the subject matter of the transaction;
(2) Approval by a majority of all independent directors and deliberation at a special meeting of independent directors;
(3) Voting status of the board of directors;
(4) Description of the related parties of the transaction and basic information of the related persons;
(5) The pricing policy and pricing basis of the transaction, including the relationship between the transaction price and the book value, appraisal value and clear and fair market price of the transaction object, as well as other specific matters related to pricing that need to be explained due to the special nature of the transaction object.
If the transaction price is significantly different from the book value, appraised value or market price, the reasons should be explained. If the transaction is unfair, the transfer of interests arising from the related transaction should also be disclosed;
(6) The main contents of the transaction agreement, including the transaction price, transaction settlement method, the nature and proportion of the interests of related parties in the transaction, as well as the agreement's effective conditions, effective time, performance period, etc.
(7) The purpose of the transaction and its impact on the company, including the necessity and true intention of conducting this related transaction, the impact on the current and future financial conditions and operating results, the source of payment or the purpose of obtaining the payment, etc.;
(8) The total amount of various related transactions that have occurred with the related party from the beginning of the year to the disclosure date;
(9) Other contents stipulated in the Listing Rules;
(10) Other content required by the China Securities Regulatory Commission and the exchange to help explain the substance of the transaction.
Article 28 When related transactions involve matters such as "providing financial assistance", "providing guarantees" and "entrusting financial management", the amount incurred shall be used as the basis for calculation of disclosure, and the accumulated amount shall be calculated according to the type of transaction within twelve consecutive months.
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Calculate. If the cumulative calculated amount reaches the standards stipulated in Articles 15 and 16 of this system, the provisions of the above clauses shall apply respectively. If the relevant obligations have been fulfilled in accordance with the provisions of Articles 15 and 16, they will no longer be included in the relevant cumulative calculation scope.
Article 29 For the following related-party transactions that occur within the company within twelve consecutive months, the provisions of Articles 15 and 16 shall apply based on the principle of cumulative calculation:
(1) Transactions with the same related party;
(2) Transactions related to the same transaction subject matter with different related parties.
The above-mentioned same related party includes other related parties that are controlled by the same entity or have equity control relationships with the related party.
Those who have fulfilled relevant obligations in accordance with the provisions of Articles 15 and 16 will no longer be included in the relevant cumulative calculation scope.
Article 30 When a listed company conducts daily related transactions with related parties, it shall disclose and perform review procedures in accordance with the following provisions:
(1) A listed company can reasonably estimate the annual amount of daily related transactions by category, perform review procedures and disclose them; if the actual execution exceeds the estimated amount, it should re-perform the relevant review procedures and disclosure obligations based on the excess amount;
(2) Annual reports and semi-annual reports of listed companies shall disclose daily related transactions in a classified and summarized manner;
(3) If the daily related transaction agreement signed between a listed company and a related party exceeds three years, the relevant review procedures and disclosure obligations must be re-performed every three years.
Article 31 The daily related transaction agreement shall at least include the transaction price, pricing principles and basis, total transaction volume or its determination method, payment method and other major terms.
If the agreement does not determine the specific transaction price but only states the reference market price, when performing the disclosure obligations, the company shall simultaneously disclose the actual transaction price, the market price and its determination method, and the reasons for the differences between the two prices.
Article 32 The following transactions between the company and related parties are exempt from submission to the shareholders’ meeting for review:
(1) The company participates in public bidding or public auctions to unspecified objects (excluding restricted methods such as bidding invitations);
(2) Transactions in which the company unilaterally obtains benefits, including receiving cash assets as gifts, obtaining debt relief, accepting
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Guarantees and funding, etc.;
(3) The pricing of related-party transactions is stipulated by the state;
(4) The related party provides funds to the company, and the interest rate is no higher than the loan market quotation rate stipulated by the People's Bank of China, and the listed company has no corresponding guarantee;
(5) The company provides products and services to directors and senior managers on the same transaction terms as non-related parties.
Article 33 The following related transactions concluded between the company and related parties may be exempted from performing relevant obligations in accordance with the provisions of this system:
(1) One party subscribes in cash for stocks, corporate bonds, corporate bonds, convertible corporate bonds or other derivatives issued by the other party to an unspecified object;
(2) One party serves as a member of the underwriting syndicate to underwrite stocks, corporate bonds or corporate bonds, convertible corporate bonds or other derivatives issued by the other party to unspecified objects;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the other party’s shareholders’ meeting;
(4) Other circumstances determined by the exchange.
Article 34 Related transactions that occur in a company's holding subsidiaries are deemed to be corporate actions, and the disclosure standards shall be governed by the provisions of this system; if the related transactions that occur in a company in which the company holds shares may have a greater impact on the trading price of the company's stock and its derivatives, the company shall perform its information disclosure obligations with reference to the applicable provisions of this system.
Chapter 6 Supplementary Provisions
Article 35 This system shall be implemented from the date of review and approval by the shareholders’ meeting.
Article 36 If this system does not stipulate or is inconsistent with the provisions of laws, regulations, departmental rules, normative documents, and the "Articles of Association", the provisions of laws, regulations, departmental rules, normative documents, and the "Articles of Association" shall prevail.
Article 37 The term “above” in this system includes the original number, and the terms “less than”, “exceed”, “not satisfied” and “over” do not include the original number.
Article 38 If based on the actual situation, the board of directors may modify and supplement this system if it deems it necessary.
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Article 39 The Board of Directors is responsible for interpreting this system.
Anhui Anke Bioengineering (Group) Co., Ltd.
November 2025
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