Fund Raising Management System of Beijing Fuyuan Pharmaceutical Co., Ltd. (Revised in October 2025)

Fund raising management system of Beijing Fuyuan Pharmaceutical Co., Ltd.

Chapter 1 General Provisions

Article 1 In order to regulate the use and management of funds raised by Beijing Fuyuan Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), improve the efficiency of the use of raised funds, and protect the legitimate rights and interests of investors, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Registration and Management of Initial Public Offerings", "Measures for the Registration and Management of Securities Issuances of Listed Companies", "Supervisory Rules for Funds Raised by Listed Companies", "Guidelines for the Application of Supervisory Rules - Issuance Classification No. 7, "Shanghai Stock Exchange Stock Listing Rules" (hereinafter referred to as "Stock Listing Rules"), "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations", "Articles of Association of Beijing Fuyuan Pharmaceutical Co., Ltd." (hereinafter referred to as "Articles of Association") and other relevant regulations, this system is formulated based on the actual situation of the company.

Article 2 The term “raised funds” as mentioned in this system refers to the funds raised by a company from investors through the issuance of stocks or other equity securities and used for specific purposes, but does not include funds raised by the company’s implementation of equity incentive plans.

The term “over-raised funds” as used in this system refers to the amount of actual net raised funds that exceeds the amount of planned raised funds.

Article 3 The funds raised by the company shall be earmarked for specific purposes. The company's use of raised funds should comply with national industrial policies and relevant laws and regulations, practice the concept of sustainable development, and fulfill social responsibilities. In principle, it should be used for its main business, which is conducive to enhancing the company's competitiveness and innovation capabilities.

Article 4 This system is the company’s basic code of conduct for the use and management of raised funds. If the investment project with raised funds 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.

Article 5 The company's board of directors is responsible for establishing and improving the internal control system for the deposit, management, use, change of use, supervision and accountability of raised funds, clarifying the hierarchical approval authority, decision-making procedures, risk control measures and information disclosure requirements for the use of raised funds, and standardizing the use of raised funds. The company shall promptly disclose the internal control system for raised funds on the website of the Shanghai Stock Exchange. 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 6 The controlling shareholder, actual controller and other related parties of the company shall not occupy the funds raised by the company, nor may they use the funds raised by the company to invest in projects to obtain improper benefits.

Article 7 Directors and senior managers of a company shall be diligent and responsible, urge the company to standardize the use of raised funds, consciously safeguard and ensure the safety of the company's raised funds, and shall not control, participate in, assist or condone the company's unauthorized or disguised change of the use of raised funds.

Article 8 If the relevant responsible person of the company violates the relevant provisions of this system, the company will give the relevant responsible person a notice of criticism, warning, demerit, probation, demotion, dismissal, termination of labor contract and other sanctions depending on the severity of the case. If losses are caused to the company, the relevant responsible persons shall compensate and bear joint and several liability.

Chapter 2 Storage of Raised Funds

Article 9 The company's raised funds shall be deposited in a special account established with the approval of the board of directors (hereinafter referred to as the "raised funds special account") for centralized management and use. The special account for raised funds shall not store non-raised funds or be used for other purposes.

If a company has raised funds twice or more, it shall set up special accounts for raised funds respectively. The excess raised funds should also be deposited in a special raised funds account for management.

Raising funds to invest in overseas projects shall comply with the provisions of this system. Companies and sponsors should take effective measures to ensure the safety and standardization of use of raised funds invested in overseas projects, and disclose relevant specific measures and actual results in the "Special Report on the Deposit, Management and Actual Use of Raised Funds by the Company" (hereinafter referred to as the "Special Report on Raised Funds").

Article 10 The company shall sign a three-party supervision agreement for the special account storage of raised funds 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 arrive. After the relevant agreement is signed, the company can use the raised funds. The agreement should at least include the following:

(1) The company shall centrally deposit the raised funds in a special account for raised funds;

(2) The account number of the special account for raised funds, the items of raised funds involved in the special account, and the deposit amount;

(3) The commercial bank shall provide the company with a bank statement of the special account for raised funds every month, and send a copy to the sponsoring institution;

(4) If the company’s cumulative withdrawals from the special account for raised funds exceed 50 million yuan at one time or within 12 months and reach 20% of the net amount of the total funds raised after deducting issuance expenses (hereinafter referred to as the net amount of raised funds), the company shall promptly notify the sponsor;

(5) The sponsor may go to a commercial bank to inquire about the special account information for raised funds at any time;

(6) 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;

(7) Liability for breach of contract by companies, commercial banks, and sponsor institutions;

(8) If the commercial bank fails to issue statements to the sponsor in a timely manner three times, and 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 report to the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") for filing and announcement within 2 trading days after the signing of the above agreement.

If the above-mentioned agreement is terminated early due to reasons such as changes in the sponsoring institution or commercial bank before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within two weeks from the date of termination of the agreement, and report to the Shanghai Stock Exchange for filing and announcement within 2 trading days after the new agreement is signed.

Chapter 3 Use of Raised Funds

Article 11 The company shall use the raised funds in accordance with the raised funds investment plan promised in the issuance application documents. When any situation occurs that seriously affects the normal progress of the investment plan of raised funds, the company shall promptly report to the Shanghai Stock Exchange and make an announcement.

Article 12 The company must strictly implement the fund use approval procedures in accordance with this system. Every expenditure involving raised funds must propose a fund use plan by the relevant business department, and after being signed by the person in charge of the relevant business department, it will be submitted to the financial department for review. The payment will be made after approval and signature by the project leader, financial person in charge and the chairman of the board. Anything that exceeds the chairman's approval authority must be submitted to the board of directors or shareholders' meeting for review.

Article 13 In principle, funds raised by a company should be used for its main business. The use of raised funds shall not include the following behaviors:

(1) The investment projects are financial investments such as holding trading financial assets and other equity instruments, lending them to others, entrusting financial management, etc., and investing directly or indirectly in companies whose main business is buying and selling securities;

(2) Change the purpose of raised funds in disguised form through pledge, entrusted loan or other means;

(3) Providing the raised funds directly or indirectly to controlling shareholders, actual controllers and other related parties to facilitate related parties’ use of raised investment projects to obtain improper benefits;

(4) Other behaviors that violate regulations on the management of raised funds.

The understanding and application of financial investments referred to in the preceding paragraph shall be governed by the relevant provisions of the "Opinions on the Application of the Relevant Provisions of Articles 9, 10, 11, 13, 40, 57 and 60 of the Measures for the Administration of Securities Issuance and Registration of Listed Companies - Opinions on the Application of Securities and Futures Laws No. 18".

If the company discovers that the controlling shareholders, actual controllers and other related parties have appropriated the raised funds, it shall promptly request the return and disclose the reasons for the occupation, the impact on the company, the repayment and rectification plan and the progress of rectification.

Article 14 If any of the following situations occurs in an investment project with raised funds, the company shall promptly re-evaluate the feasibility, expected income, etc. 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) After the raised funds are received, the investment project with raised funds is shelved 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) Other abnormal situations occur in investment projects with raised funds.

Article 15 If the company has the circumstances specified in the preceding paragraph, it shall disclose it in a timely manner. 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.

The company shall disclose in its annual report and semi-annual report the details of the re-examination of the company's investment projects during the reporting period.

Article 16 If an investment project with raised funds is not expected to be completed within the original time limit and the company intends to postpone its implementation, it shall be reviewed and approved by the board of directors in a timely manner, and the sponsor or independent financial advisor shall issue a clear opinion. The company should promptly disclose the specific reasons for failure to complete the project on schedule, explain the current deposit and account status of the raised funds, whether there are any circumstances that affect the normal progress of the plan to use the raised funds, the expected completion time and phased investment plan, measures to ensure on-schedule completion after extension, etc.

Article 17 When a company uses raised funds for the following matters, it shall be reviewed and approved by the board of directors and promptly disclosed after the sponsor issues a clear consent opinion:

(1) Use raised funds to replace self-raised funds that have been invested in investment projects with raised funds;

(2) Use temporarily idle raised funds for cash management;

(3) Use temporarily idle raised funds to temporarily supplement working capital;

(4) Change the use of raised funds;

(5) The excess raised funds will be used for projects under construction and new projects, to repurchase the company's shares and cancel them in accordance with the law.

If the company has the circumstances specified in items (4) and (5) of the preceding paragraph, it shall also be reviewed and approved by the shareholders' meeting.

If relevant matters involve related transactions, asset purchases, external investments, etc., review procedures and information disclosure obligations must also be performed in accordance with the Shanghai Stock Exchange's "Stock Listing Rules" and other rules and the relevant provisions of the "Articles of Association".

Article 18 If a company invests its self-raised funds in an investment project in advance, and then uses the raised funds to replace the self-raised funds after the raised funds are in place, it shall be implemented within 6 months after the raised funds are transferred into the special account, and shall be reviewed and approved by the company's board of directors, an accounting firm shall issue an assurance report, and the sponsor shall issue a clear consent opinion before implementation. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the board meeting.

During the implementation of investment projects with raised funds, in principle, payment should be made directly with raised funds. If it is really difficult to pay directly with raised funds in matters such as paying personnel salaries, purchasing overseas products and equipment, etc., replacement can be implemented within six months after payment with self-raised funds.

Article 19 Temporarily idle raised funds may be subject to cash management, and cash management shall be implemented through a special account for raised funds or a publicly disclosed special settlement account for products. If cash management is implemented through a product-specific settlement account, the 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. The products it invests in must meet the following conditions:

(1) Highly safe capital-guaranteed products such as structured deposits and certificates of deposit;

(2) The liquidity is good and the product term does not exceed twelve months. The product-specific settlement account (if applicable) shall not store non-raised funds or be used for other purposes. If a product-specific settlement account is opened or canceled, the company shall report to the Shanghai Stock Exchange for filing and announcement within 2 trading days;

(3) Cash management products are not allowed to be pledged.

Article 20 The use of idle raised funds for cash management shall be reviewed and approved by the company's board of directors, and the sponsor shall issue a clear consent opinion. If the amount of investment products accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan, it should also be submitted to the shareholders' meeting for review.

The company shall announce the following within 2 trading days after the board meeting:

(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 cash management, whether there is any disguised change in the use of raised funds, and measures to ensure that the normal progress of investment projects with raised funds will not be affected;

(4) The income distribution method, investment scope and safety of cash management products;

(5) Opinions issued by the sponsor.

Companies should promptly disclose risk warning announcements and explain the risk control measures taken by the company to ensure the safety of funds when the financial status of the product issuer deteriorates, the invested products face losses, or other situations that may harm the interests of the company and investors.

Article 21 If a company uses temporarily idle raised funds to temporarily supplement working capital, it shall do so through a special account for raised funds and meet the following requirements:

(1) The purpose of the raised funds shall not be changed in any disguised manner, nor shall it affect the normal progress of the investment plan of the raised funds;

(2) It is limited to production and operation use related to the main business;

(3) The time for a single temporary replenishment of working capital shall not exceed 12 months;

(4) The expired raised funds used to temporarily replenish working capital have been returned (if applicable). If a company uses idle raised funds to temporarily supplement working capital, it shall be reviewed and approved by the company's board of directors, and the sponsor shall issue a clear consent opinion. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the board meeting.

Before the expiration date of supplementary working capital, the company should return this part of the funds to the special account for raised funds and make a timely announcement on the return of raised funds.

Article 22 The company shall properly arrange the use plan of excess raised funds based on the company’s development plan and actual production and operation needs. The excess raised funds should be used for projects under construction and new projects, repurchasing the company's shares and canceling them in accordance with the law. The company shall clarify the specific use plan of the excess raised funds at the latest when the entire raised investment project of the same batch is completed, and put it into use according to the plan. The use of over-raised funds shall be resolved by the board of directors in accordance with the law. The sponsor or independent financial advisor shall express 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 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 it is indeed necessary to use temporarily idle over-raised funds for cash management or temporary supplement of working capital, the necessity and rationality should be explained. If a company uses temporarily idle over-raised funds for cash management or temporarily replenishes working capital, the amount, time limit and other matters shall be reviewed and approved by the board of directors, the sponsor shall issue clear opinions, and the company shall disclose relevant information in a timely manner.

Article 23 After the completion of a single fundraising project, if the company uses the remaining raised funds (including interest income) from the project for other fundraising projects, it must be reviewed and approved by the board of directors, and it can only be used after the sponsor institution has issued an explicit consent opinion. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the board meeting.

If the remaining raised funds (including interest income) are less than 1 million or less than 5% of the committed investment amount of the raised funds for the project, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the annual report.

If the company's surplus raised funds (including interest income) from a single raised investment project are used for non-raised investment projects (including supplementary working capital), the corresponding procedures and disclosure obligations shall be performed with reference to changing the purpose of the raised investment funds.

Article 24 After all the investment projects are completed, if the remaining raised funds (including interest income) are more than 10% of the net raised funds, the company shall be reviewed and approved by the board of directors and shareholders' meeting, and the remaining raised funds may only be used after the sponsor issues an explicit consent opinion. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the board meeting.

If the remaining raised funds (including interest income) are less than 10% of the net raised funds, they must be reviewed and approved by the board of directors and can only be used after the sponsor issues a clear consent opinion. The company shall report to the Shanghai Stock Exchange and make an announcement within 2 trading days after the board meeting.

If the remaining raised funds (including interest income) are less than 5 million or less than 5% of the net raised funds, they may be exempted from the procedures in the preceding paragraph, and their use shall be disclosed in the latest periodic report.

Article 25 If a raised investment project has not been completed beyond the original completion period and plans to postpone its implementation, the company shall promptly disclose the specific reasons for the failure to complete the project as scheduled, explain the current storage and accounting status of the raised funds, whether there are any circumstances that affect the normal progress of the plan to use the raised funds, the estimated time of completion, relevant measures to ensure on-schedule completion after the extension, etc., and perform corresponding decision-making procedures for the extension of the raised investment project.

Chapter 4 Changes in Investment Direction of Raised Funds

Article 26 The funds raised by the company shall be used according to the purposes listed in the prospectus or other public offering documents.

If the company has the following circumstances, it is a change of purpose of the raised funds, and a resolution must be made at the board of directors in accordance with the law. The sponsor shall issue a clear opinion and submit it to the shareholders' meeting for review. The company shall disclose relevant information in a timely manner:

(1) Cancel or terminate the original investment project with raised funds, implement new projects or permanently replenish working capital;

(2) Change the entity implementing the investment project with raised funds;

(3) Change the implementation method of investment projects with raised funds;

(4) Other circumstances determined by the China Securities Regulatory Commission and the Shanghai Stock Exchange to change the use of raised funds.

If the company is under the circumstances specified in Item (1) of the preceding paragraph, 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 intermediary agency's opinions.

If the company uses the raised funds in accordance with the provisions of Article 19, Article 20, Article 21 and Article 22 Paragraph 2 of this system, and exceeds the amount, time limit and other matters determined by the board of directors' review process, if the situation is serious, it will be deemed to have changed the purpose of the raised funds without authorization.

If the implementation entity of the investment project with raised funds changes between the company and its wholly-owned subsidiary, or if it only involves a change in the implementation location of the raised investment project, it will not be regarded as a change in the purpose of the raised funds. The board of directors will make a resolution, and there is no need to go through the shareholders' meeting review procedures. The sponsor should express a clear opinion on this, and the company will report to the Shanghai Stock Exchange and make an announcement within 2 trading days.

Article 27 In principle, the changed investment projects should be invested in the main business.

Companies should scientifically and prudently conduct feasibility analysis of new investment projects, and be convinced that investment projects will help enhance the company's competitiveness and innovation capabilities, effectively prevent investment risks, and improve the efficiency of the use of raised funds.

Article 28 If a company plans to change its investment projects, it shall report to the Shanghai Stock Exchange within 2 trading days after submitting it to the board of directors for review and announce the following:

(1) The basic situation of the original investment project and the specific reasons for the change;

(2) Basic information, feasibility analysis and risk warnings of newly raised investment projects;

(3) Investment plans for newly raised investment projects;

(4) An explanation that the newly raised investment project has been obtained or is yet to be approved by relevant departments (if applicable);

(5) Opinions of the sponsor on changes to the investment project;

(6) An explanation that changes in the investment projects need to be submitted to the shareholders’ meeting for review;

(7) Other contents required by the Exchange.

If a newly raised investment project involves related transactions, asset purchase, or external investment, it shall also perform review procedures and information disclosure obligations with reference to relevant rules.

Article 29 If a company changes its investment project 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.

Article 30 If a company intends to transfer or replace a raised investment project (except for projects that have all been transferred or replaced during the company's major asset reorganization), it shall report to the Shanghai Stock Exchange within 2 trading days after submitting it to the board of directors for review and announce the following:

(1) The specific reasons for the external transfer or replacement of the investment project;

(2) The amount of raised funds used to invest in the project;

(3) The degree of completion and realized benefits of the project;

(4) The basic situation, feasibility analysis and risk warning of the swap-in project (if applicable);

(5) Pricing basis for transfer or replacement and related income;

(6) Sponsor’s opinions on the transfer or replacement of investment projects;

(7) An explanation that the transfer or replacement of the investment project still needs to be submitted to the shareholders’ meeting for review;

(8) Other contents required by the Exchange.

The company should pay full attention to the collection and use of the transfer price, the changes in ownership of the assets exchanged, and the continued operation of the assets exchanged, and perform necessary information disclosure obligations.

Chapter 5 Management and Supervision of the Use of Raised Funds

Article 31 The company's accounting 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 and use of raised funds at least once every six months, and report the inspection results to the audit committee in a timely manner.

If the audit committee 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 Stock Exchange and make an announcement after receiving the report.

Article 32 The company's board of directors shall continue to pay attention to the actual management and use of raised funds and excess raised funds (if any), comprehensively check the progress of raised investment projects every half year, and prepare, review and disclose the "Special Report on the Deposit and Actual Use of Raised Funds of the Company" (hereinafter referred to as the "Special Report on Raised Funds"). Relevant special reports should include the basic information, storage, management and use of raised funds and excess raised funds.

If there is a discrepancy between the actual investment progress of a raised investment project and the investment plan, the company shall explain the specific reasons in the "Special Report on Raised Funds". If there is any use of idle raised funds to invest in products during the current period, the company shall disclose the income of the reporting period as well as the investment share, contract parties, product names, terms and other information at the end of the period in the "Special Report on Raised Funds".

The "Special Report on Raised Funds" shall be reviewed and approved by the Board of Directors, and shall be reported to and announced to the Exchange within 2 trading days after submission to the Board of Directors for review.

During the annual audit, the company shall hire an accounting firm to issue an assurance report on the storage, management and use of raised funds, submit it to the Shanghai Stock Exchange when disclosing the annual report, and disclose it on the Shanghai Stock Exchange website at the same time.

Article 33 Independent directors and the audit committee of the board of directors shall continue to pay attention to the actual management and use of raised funds. More than half of the independent directors and the audit committee of the board of directors can hire an accounting firm to issue an assurance report on the storage and use of raised funds. The company should actively cooperate and bear the necessary expenses.

The board of directors shall report and make an announcement to the Stock Exchange within 2 trading days after receiving the assurance report specified in the preceding paragraph. If the assurance report finds that there are irregularities in the management and use of the company's raised funds, the board of directors shall also announce the irregularities in the storage and use of the raised funds, the consequences that have been or may result, and the measures that have been or are planned to be taken.

Article 34 After the end of each fiscal year, the company's board of directors shall disclose the concluding opinions of the sponsor's special verification report and the accounting firm's assurance report in the "Special Report on Raised Funds".

The company shall cooperate with the sponsor's continuous supervision, on-site inspection and the audit work of the accounting firm, and promptly provide or apply to the bank for the necessary information related to the storage, management and use of raised funds. If the sponsor institution discovers that a company or a commercial bank has not fulfilled the three-party supervision agreement for the deposit of raised funds in a special account as agreed, it shall urge the company to make timely rectifications and report to the Stock Exchange in a timely manner.

Chapter 6 Supplementary Provisions

Article 35 If the investment project is implemented through the company's subsidiaries or other enterprises controlled by the company, this system shall apply.

Article 36 Matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the Articles of Association. If there is a conflict between this system and the relevant national laws, regulations, normative documents and the Articles of Association, the relevant national laws, regulations, normative documents and the Articles of Association shall prevail.

Article 37 In this system, "above" includes the original number, and "less than" does not include the original number.

Article 38 The Board of Directors is responsible for revising and interpreting this system. It will come into effect upon review and approval by the shareholders’ meeting, and the same applies to revisions.

Beijing Fuyuan Pharmaceutical Co., Ltd.

October 2025