Jingxin Pharmaceutical: Conflict of Interest Management System (Draft) (formulated in April 2026)
Zhejiang Jingxin Pharmaceutical Co., Ltd.
Conflict of Interest Management System
(draft)
(Applicable after H shares are issued and listed)
(Already reviewed and approved at the fourth meeting of the company’s ninth board of directors on April 22, 2026)
Chapter 1 General Provisions
Article 1 In order to effectively prevent conflicts of interest between the directors and senior managers of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and the company, and promote the standardized development of the company's business, this system is formulated in accordance with the "Articles of Association of Zhejiang Jingxin Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), the Stock Listing Rules of the Shenzhen Stock Exchange and the Securities Listing Rules of The Stock Exchange of Hong Kong Limited and other relevant regulations.
Chapter 2 Scope of application and definition
Article 2 This system applies to the directors, supervisors (if applicable, the same below) and senior managers of the company and its controlled subsidiaries.
Article 3 The term “conflict of interest” as mentioned in this system refers to the situation when there is a conflict between the interests of the company represented by the company's directors and senior managers in performing their duties and their own interests, which may damage the rights of the company and its shareholders.
Article 4 The term “related (connected) persons” as mentioned in this system refers to related parties, related persons or connected persons identified in accordance with the Stock Listing Rules of the Shenzhen Stock Exchange, the Securities Listing Rules of The Stock Exchange of Hong Kong Limited and other applicable securities regulatory rules of the place where the company’s stocks are listed.
Chapter 3 Common Situations of Conflicts of Interest
Article 5 Conflicts of interest mainly include the following situations:
(1) Directors and senior managers own interests in other companies:
Hold any equity in a company that competes or potentially competes with the company, except for investments that obtain equity through the securities market and only hold less than 5% of the company's total equity;
Hold any interests in companies that have business dealings with the company (such as suppliers, customers), except for investments that obtain interests through the securities market and only hold interests less than 5% of the company's total share capital.
(2) Directors, senior managers or their related (connected) persons have related (connected) transactions with the company:
Provide loans to, provide guarantees for, or obtain loans from or with the assistance of individuals or institutions (such as suppliers and customers) that have business dealings with the company, except for normal borrowings from financial institutions;
Form any form of business dealings with the company, or facilitate any related (connected) person to form any form of business dealings with the company. Including but not limited to purchasing or selling goods, other assets, accepting or providing labor or services, agency, leasing assets or equipment, providing funds (including in kind), signing license agreements for joint research and development projects, making gifts or entering into any non-monetary transactions, prompting the company's employees or their affiliated (connected) persons to become the company's customers, agents, dealers, suppliers or enter into any other trading relationship.
Other related (connected) transactions stipulated in the listing rules of the place where the company's shares are listed. The company's directors, senior managers or their related (connected) persons should try their best to avoid related (connected) transactions. If related (connected) transactions occur, they should proactively explain to the company and handle them in accordance with the company's "Related (connected) Transactions System".
(3) There is an employment relationship or activity with a competitor of the company:
While employed by the company, sell any products that compete with the company’s existing or potential business activities, or provide any services that compete with the company’s existing or potential business activities;
Activities that are simultaneously employed by a competitor of the company, or associated (connected) with a competitor of the company in any way (including activities in a consulting, consulting or other similar capacity) that harm the interests of the company, including but not limited to becoming a supplier, customer or agent of the competitor.
Chapter 4 Management Institutions and Investigation Procedures for Conflicts of Interest
Article 6 The Audit Committee of the company's board of directors is the organization that leads the management of conflicts of interest, determines the subjects of investigation of conflicts of interest, and is responsible for the approval of conflicts of interest.
Article 7 The company's internal audit department is the centralized management department for conflict of interest investigations and is responsible for coordinating the daily management of the company's conflicts of interest. Specifically, it includes: formulating relevant investigation plans, issuing, collecting and analyzing the "Conflict of Interest Declaration Form" and "Statement on Conflict of Interest", summarizing the investigation results, and supervising the implementation of rectifications, etc.
Article 8 Investigation procedures for conflicts of interest:
(1) Publicity and form distribution
The company's internal audit department organizes publicity on the conflict of interest policy and distributes the "Conflict of Interest Declaration Form" and "Statement on Conflict of Interest" to directors and senior managers.
(2) Self-declaration
Directors and senior managers of the company must fill out the "Conflict of Interest Declaration Form" and "Statement on Conflict of Interest" within ten working days before December 31 of each year, sign and confirm, and report to the company's internal audit department, which will then report to the audit committee of the company's board of directors.
For any other actual or potential conflict of interest, the company's directors and senior managers shall report to the company's internal audit department within 3 working days when they know or should know about the actual or potential conflict of interest.
(3) Determine key investigation objects and conduct further investigation
The audit committee of the company's board of directors will review the "Conflict of Interest Declaration Form" and "Statement on Conflict of Interest". If it believes that further investigation is necessary, it should request the declarer to provide additional explanations. The company's internal audit department will formulate and implement specific investigation plans, and relevant departments and individuals of the company should actively cooperate. The Audit Committee of the Board of Directors must obtain the unanimous opinions of 2 or more members to review the above matters, and related members should recuse themselves from the review. If the number of audit committee members is less than 2 due to avoidance, it will be submitted to the company's board of directors for review.
(4) Feedback survey results
If further investigation finds that there is indeed a conflict of interest, the audit committee of the company's board of directors will provide corresponding approval opinions. The company's internal audit department should promptly feedback the approval opinions to the applicant, and at the same time archive the "Conflict of Interest Declaration Form" and "Statement on Conflict of Interest".
(5) Supervise the implementation of rectifications
After receiving the feedback results, the applicant should rectify the conflict of interest situation according to the approval opinions within the specified time. The company's internal audit department continues to follow up and supervise the applicant's implementation status, formulate implementation briefings, and report to the audit committee of the company's board of directors. For applicants who refuse to comply with the approval opinions, the company has the right to take appropriate measures to directly complete the rectifications.
Article 9 Any actual or potential conflicts of interest that existed before this system came into effect (including behaviors or transactions that were ongoing when this system was promulgated) must be reported to the company's internal audit department within one month from the date this system takes effect. If the company's directors and senior managers are not sure whether there is a conflict of interest under specific circumstances, they are personally obliged to initiate consultation with the company's internal audit department and provide specific information and details about the matter. Personnel in the company's relevant departments who are aware of the above-mentioned information have a confidentiality obligation and must not make it privately disclosed or leaked before such information is disclosed in accordance with the law.
Article 10 If matters related to conflicts of interest involve relevant provisions of the listing rules of the place where the company's shares are listed, the latest provisions shall apply.
Chapter 5 Prevention and Punishment of Conflicts of Interest
Article 11 Directors and senior managers of the company must carefully, truthfully and comprehensively fill in the "Conflict of Interest Declaration Form" and "Statement on Conflict of Interest" uniformly issued by the company, and abide by the relevant rules and regulations of the company.
Article 12 If there is a conflict of interest between the company’s directors and senior managers and the company, it shall be handled in a manner consistent with the interests of the company. The requirements for preventing conflicts of interest include but are not limited to:
(1) The company’s directors, senior managers and their affiliates (connected persons) shall not hold interests in the company that compete with or have business dealings with the company;
(2) The company’s directors, senior managers and their related (connected) persons should try their best to avoid related (connected) transactions with the company. If related (connected) transactions are indeed necessary, they should proactively declare in advance and strictly abide by the review process requirements and pricing standards for related (connected) transactions;
(3) The company's directors and senior managers shall not be employed by the company's competitors, or have any form of association with the company's competitors (including activities in a consulting, advisory or other similar capacity), or engage in other activities that may reasonably be expected to promote the interests of competitors and harm the interests of the company (such as: any Any commitments, investment relationships, debts, or direct or indirect financial or other compensation that may affect a person's judgment during participation; shall not sell any products that compete with the company's existing or potential business activities or provide any services that may compete with the company's existing or potential business activities.
Article 13 If a company's directors or senior managers violate the provisions of this system by failing to declare or declare relevant conflicts of interest in a timely manner, or refuse to resolve conflicts of interest, they will be criticized, warned, fined, dismissed from their posts, or take other appropriate disciplinary measures depending on the severity of the case.
Article 14 When directors and senior managers of a company harm the interests of the company due to conflicts of interest, the company has the right to require them to make necessary compensation or to pursue their legal liability.
Article 15 Matters related to conflicts of interest are information required to be disclosed by laws, regulations and the listing rules of the place where the company's shares are listed, and the company shall disclose them in accordance with relevant regulations.
Chapter 6 Supplementary Provisions
Article 16 For matters not covered by this system, the company shall comply with relevant laws and regulations, the Articles of Association and the relevant provisions of the listing rules of the place where the company's shares are listed. If this system is inconsistent with laws, administrative regulations, departmental rules, other normative documents, the listing rules of the place where the company's shares are listed, and the Articles of Association, the relevant provisions of the relevant national laws, administrative regulations, departmental rules, other normative documents, the listing rules of the place where the company's shares are listed, and the Articles of Association shall be followed.
Article 17 This system is interpreted and revised by the company's board of directors.
Article 18 This system, after being reviewed and approved by the company's board of directors, will come into effect and be implemented on the date the overseas listed shares (H shares) issued by the company are listed on the Hong Kong Stock Exchange.
Board of Directors of Zhejiang Jingxin Pharmaceutical Co., Ltd.
Attachment 1 of April 24, 2026
Statement on Conflicts of Interest
As a director and senior manager of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), I am aware of the various obligations stipulated in the "Zhejiang Jingxin Pharmaceutical Co., Ltd. Conflict of Interest Management System" (hereinafter referred to as the "Conflict of Interest Management System"), and understand the relevant conflict of interest situations listed in the "Conflict of Interest Management System".
I hereby promise to:
Will declare my conflicts of interest (if any) truly, accurately and completely in accordance with the "Conflict of Interest Management System".
During my tenure as a director or senior manager of the company, I will not engage in or hold any behavior or position that conflicts with the company's interests to avoid conflicts of interest with the company. If I am a director appointed by a shareholder of a financial investor in a non-competitive business or with an industrial background, I shall not violate my duty of loyalty and diligence to the company and cause damage to the company's interests because of my position outside the company.
Declarant (signature):
Date: year month day attachment 2
Conflict of Interest Declaration Form
1. Declaration of conflicts of interest
I understand that according to the "Conflict of Interest Management System of Zhejiang Jingxin Pharmaceutical Co., Ltd.", if I or my related (connected) persons have direct or indirect rights or interests in any company that has business dealings or competes with the company (including the company's branches and subsidiaries, the same below), they must report to the company in a timely manner. I hereby declare any situation that exists or may cause a conflict of interest when performing my duties as a director or senior manager of the company:
(1) I or my related (connected) persons have equity or interests in the following companies that compete with the company:
(2) I or my related (connected) persons have equity or interests in the following companies that have business dealings with the company:
(3) Other situations that exist or may cause conflicts of interest:
Applicant (signature):
Declaration date: year month
Conflict of Interest Declaration Form (continued)
2. Approval of conflicts of interest matters
Regarding the conflict of interest matters declared by the above applicant, after research, the following decisions are now made (check any one below):
□The applicant should eliminate the declared conflict of interest within working days, and proactively submit relevant documents proving the elimination results to the company's internal audit department within working days.
□The company can accept the impact of such conflicts of interest, and the declarer does not need to make corrections; when the declared conflict of interest situation changes, the declarer should fulfill the reporting obligation again within 3 working days.
□Others (please specify)
Approval person (signature):
Approval date: year month day