Insider information registration and management system of Aoxiang Pharmaceutical (revised in October 2025)
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
Insider information insider registration and management system
Chapter 1 General Provisions
Article 1 In order to standardize the management of inside information of Zhejiang Aoxiang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), strengthen the confidentiality of inside information, maintain the principles of openness, fairness and impartiality in information disclosure, and protect the legitimate rights and interests of investors, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Information Disclosure of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange, and the Supervision Guidelines for Listed Companies. No. 5 - Registration and Management System for Insiders of Listed Companies' Insider Information, "Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2 - Management of Information Disclosure Affairs" and other relevant laws and regulations and the provisions of the "Articles of Association of Zhejiang Aoxiang Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is formulated.
Article 2 The company’s board of directors is the management body for inside information. The board of directors shall ensure that the files of insiders of inside information are true, accurate and complete, and the chairman of the board shall be the main responsible person. The secretary of the board of directors is responsible for the registration of insiders of the company’s inside information.
The Audit Committee of the company's board of directors supervises the implementation of the insider registration and management system.
Article 3 The office of the company’s board of directors is the daily work department for the company’s registration and management of insider information, and is specifically responsible for the daily work of the company’s registration, disclosure, filing, supervision, and management of the company’s inside information and insiders.
Article 4 The company's directors, senior managers, and relevant personnel of the company's departments, subsidiaries, and joint-stock companies that can exert significant influence should keep inside information confidential, and actively cooperate with the secretary of the board of directors to register and file insiders of inside information. Persons with knowledge of inside information have obligations and responsibilities of confidentiality. They must not disclose or leak the information before the inside information is publicly disclosed in accordance with the law. They must not use inside information to buy or sell company securities or recommend others to buy or sell company securities and their derivatives. They must not engage in insider trading or cooperate with others in manipulating securities trading prices. They must not use inside information to benefit themselves, their relatives or others.
Article 5 Companies should strengthen education and training for insiders of inside information, ensure that insiders clarify their rights, obligations and legal responsibilities, urge relevant personnel to strictly perform information confidentiality duties, and resolutely put an end to insider trading and other securities violations.
Chapter 2 Inside Information and Scope of Insiders of Inside Information
Article 6 "Inside information" as mentioned in this system refers to information that is known to insiders, involves the company's operations and finance, or has a significant impact on the trading prices of the company's stocks, securities and their derivatives, and has not yet been publicly disclosed on the company's information disclosure media or websites designated by the China Securities Regulatory Commission, including but not limited to:
(1) Major events occur that may have a greater impact on the company’s stock trading price, including:
Major changes in the company’s business policy and business scope;
The company's major investment behavior: the company's purchase and sale of major assets within one year exceeds 30% of the company's total assets, or the mortgage, pledge, sale or scrapping of the company's main assets for business operations exceeds 30% of the assets at one time;
The company enters into important contracts, provides major guarantees or engages in related transactions, which may have a significant impact on the company's assets, liabilities, equity and operating results;
The company incurs major debts and fails to pay off major debts that are due;
The company suffers significant losses or losses;
Major changes in the external conditions of the company’s production and operation;
The company’s directors or managers change and the chairman or manager is unable to perform their duties;
There are major changes in the situation in which shareholders or actual controllers holding more than 5% of the company's shares hold shares or control the company, and there are major changes in the situation in which the company's actual controllers and other companies they control engage in the same or similar business as the company;
The company’s plan to distribute dividends and increase capital, important changes in the company’s equity structure, the company’s decision to reduce capital, merge, split, disband and apply for bankruptcy, or enter bankruptcy proceedings in accordance with the law or be ordered to close down;
Major lawsuits and arbitrations involving the company, resolutions of the shareholders’ meeting and the board of directors are revoked or declared invalid in accordance with the law;
The company is investigated for suspected crimes in accordance with the law, and the company's controlling shareholders, actual controllers, directors, and senior managers are suspected of committing crimes and compulsory measures are taken according to law;
Other matters specified by the securities regulatory authority of the State Council.
(2) Major events occur that may have a greater impact on the trading price of listed corporate bonds, including:
There are major changes in the company’s equity structure or production and operation conditions;
Changes in corporate bond credit ratings;
Mortgage, pledge, sale, transfer and scrapping of the company’s major assets;
The company fails to pay off its due debts;
The company’s new borrowings or external guarantees exceed 20% of its net assets at the end of the previous year;
The company gives up its creditor's rights or its assets exceed 10% of its net assets at the end of the previous year;
The company suffers a major loss exceeding 10% of its net assets at the end of the previous year;
The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution, and application for bankruptcy, or enters bankruptcy proceedings in accordance with the law and is ordered to close down;
Major litigation and arbitration involving the company;
The company is investigated for suspected crimes in accordance with the law, and the company’s controlling shareholders, actual controllers, directors, and senior managers are suspected of committing crimes and compulsory measures are taken according to law;
Other matters prescribed by the securities regulatory authority of the State Council.
Article 7 Insiders of inside information referred to in this system refer to persons who can directly or indirectly obtain inside information before the company’s inside information is made public, including but not limited to:
(1) The company and its directors and senior managers;
(2) Shareholders holding more than 5% of the company’s shares and their directors, supervisors (if any) and senior managers, the company’s actual controller and its directors, supervisors (if any) and senior managers;
(3) Companies controlled or actually controlled by the company and their directors, supervisors (if any), and senior managers;
(4) Persons who can obtain relevant inside information of the company due to their positions in the company or business dealings with the company;
(5) The company’s acquirer or major asset transaction party and its controlling shareholders, actual controllers, directors, supervisors (if any) and senior managers;
(6) Relevant personnel of securities trading venues, securities companies, securities registration and clearing institutions, and securities service institutions who can obtain inside information due to their positions and work;
(7) Staff members of securities regulatory agencies who have access to inside information due to their duties and work;
(8) Staff members of relevant competent departments and regulatory agencies who are able to obtain inside information due to their legal responsibilities to manage the issuance and trading of securities or the management of companies and their acquisitions and major asset transactions;
(9) Other persons who may obtain inside information as specified by the securities regulatory authority of the State Council.
Chapter 3 Registration and Management of Insiders of Insider Information
Article 8 Before insider information is publicly disclosed in accordance with the law, the company shall fill in the "Insider Information Insider File Form" (see Appendix 1) in accordance with regulations, and promptly record the list of insiders in the stages of negotiation and planning, demonstration and consultation, contract conclusion, and reporting, transmission, preparation, resolution, disclosure, etc., as well as the time, location, basis, method, content and other information of knowing the inside information. Insiders of inside information should confirm it.
Insider information files should include:
(1) Name, ID number or unified social credit code;
(2) Unit, department, position or position (if any), contact number, and relationship with the company;
(3) The time, method and place of knowing the inside information;
(4) The content and stage of inside information;
(5) Registration time, registrant and other information.
The time of knowing the inside information as stipulated in the preceding paragraph refers to the first time when the insider of the inside information knows or should know the inside information.
The methods for obtaining inside information specified in the preceding paragraph include but are not limited to interviews, phone calls, faxes, written reports, emails, etc. The stage of inside information includes negotiation and planning, argumentation and consultation, contract conclusion, internal company reporting, transmission, preparation, and resolution, etc.
Article 9 When a company's shareholders, actual controllers and their related parties study and initiate major matters involving the company, or when other matters that have a significant impact on the company's stock price occur, they shall fill in the files of the company's insiders.
When securities companies, securities service agencies, law firms and other intermediaries accept entrustment to carry out relevant business, and the entrusted matter has a significant impact on the company's stock price, they must fill in the files of insiders of the company's inside information. The acquirer, the counterparty to a major asset reorganization transaction, and other initiators of matters involving the company and having a significant impact on the company's stock price should fill in the files of insiders of the company's inside information.
The above-mentioned entities shall ensure that the insider information files are true, accurate and complete, and deliver the inside information insider files to the company in stages according to the progress of the matter. The complete inside information insider files shall be delivered no later than the time when the inside information is publicly disclosed.
Insider information insider files should be filled in in accordance with prescribed requirements and confirmed by insider information insiders.
The company should register the insiders of the insider information transfer process that it is aware of, and compile the files of the insiders of all parties involved.
Article 10 If personnel of the administrative department come into contact with the company’s inside information, they shall complete the registration work in accordance with the requirements of the relevant administrative department.
If a company needs to regularly report information to relevant administrative departments in accordance with relevant laws, regulations and policies before disclosure, provided there are no major changes in the reporting department or content, it can treat it as the same inside information matter, register the name of the administrative department in the same form, and continue to register the time for submitting information. Except for the above circumstances, when the transfer of inside information involves the administrative department, the company shall register the name of the administrative department, the reason for contact with the inside information and the time when it became aware of the inside information in the insider file on a one-by-one basis.
Article 11 When a company carries out major events such as acquisitions, major asset reorganizations, issuance of securities, mergers, divisions, repurchases of shares, or discloses other matters that may have a significant impact on the company's securities trading prices, in addition to filling in the company's insider files in accordance with this system, it must also prepare a "Major Events Process Memorandum" (see Appendix 2), which includes but is not limited to the time of each key point in the planning and decision-making process, the list of people participating in the planning and decision-making, the planning and decision-making methods, etc. The company should urge the relevant personnel involved in the memorandum on the progress of major events to sign and confirm on the memorandum on the progress of major events. Relevant entities such as the company's shareholders, actual controllers and their related parties should cooperate in preparing a process memorandum of major events.
Article 12 If the following matters occur to a company, it shall submit the file information of insiders in accordance with regulations:
(1) Major asset reorganization;
(2) A high proportion of shares transferred;
(3) Changes in equity that result in changes in the actual controller or the largest shareholder;
(4) Tender offer;
(5) Issuance of securities;
(6) Merger, division, spin-off and listing;
(7) Repurchase shares;
(8) Other matters required by the China Securities Regulatory Commission and the stock exchange that may have a significant impact on the market price of the company's stocks and their derivatives.
Article 13 The company's directors, senior managers and the principal persons in charge of various departments, subsidiaries and joint-stock companies that can exert significant influence are obliged to actively cooperate with the company in the registration and filing of insiders of insider information, and promptly inform the company of the situation of insiders of inside information and changes in relevant insiders of inside information.
Article 14 The company's shareholders, actual controllers, related persons, acquirers, counterparties, intermediary service agencies and other insiders shall actively cooperate with the company in the registration and filing of insiders, and promptly inform the company of the status of insiders of major events that have occurred or are expected to occur, as well as changes in relevant insiders.
Article 15 The company shall timely supplement and improve the files of insiders of inside information and the memorandum of information on the progress of major events. Insider information files and major event process memorandums shall be kept for at least ten years from the date of recording (including supplements and improvements).
The company shall submit the files of insiders of the inside information and the memorandum on the progress of major events to the stock exchange within five trading days after the inside information is publicly disclosed in accordance with the law.
After the company discloses major matters, if relevant matters change significantly, the company shall promptly submit additional insider information files and major event progress memorandums.
Chapter 4 Confidentiality obligations and liability of insiders of inside information
Article 16 Insiders of insider information have an obligation to keep confidentiality before the inside information is made public, and shall not leak, transmit, report or disclose the inside information in any form without authorization. They shall not use the inside information to buy or sell the company's securities and their derivatives or recommend others to use the inside information to buy or sell the company's securities and their derivatives. They shall not use the inside information to cooperate with others in manipulating the securities trading price, and shall not use the inside information to benefit themselves, their relatives or others.
Article 17 When companies and their controlling shareholders, actual controllers, directors, senior managers and other insiders deal with matters related to inside information, they shall take necessary measures to strictly control the scope of knowledge and transmission of inside information, simplify the decision-making process, shorten the decision-making time limit, control the number of insiders of the information to the minimum before the public disclosure of the inside information, and prevent irrelevant personnel from being exposed to the inside information.
In principle, the company's controlling shareholders and actual controllers' decisions or research and demonstration on matters related to insider information should be conducted after the company's stocks are suspended or during non-trading hours; when organizing meetings, business consultations, research discussions, work deployment and other research and demonstration involving matters related to inside information, confidentiality measures should be taken, detailed written records should be made for all participants, confidentiality discipline education should be carried out, and clear and specific confidentiality requirements should be put forward.
After the company's controlling shareholders and actual controllers make decisions on relevant matters or form research and demonstration results, they should notify the company of the results as soon as possible and cooperate with the company to perform its information disclosure obligations in a timely manner. When a company's controlling shareholders and actual controllers publicly release matters related to inside information, they must undergo confidentiality review and shall not disclose inside information in the form of internal speeches, press releases, interviews, or published articles.
Article 18 Before the company announces the periodic report, the company's financial personnel and other relevant insiders shall not leak, submit or make public the company's quarterly report, semi-annual report, annual report and relevant data to the outside world, nor may they disseminate, paste or discuss in any form on the company's internal website, forum, bulletin board or other media.
Article 19 If a company's controlling shareholders, actual controllers and other relevant parties plan major matters involving the company's equity incentives, mergers and acquisitions, reorganizations, issuance of new shares, etc., they should prepare a confidentiality plan for relevant information before starting, and sign a confidentiality agreement with relevant intermediaries and participants and insiders of the major matter to clarify the confidentiality obligations and responsibilities of all parties to the agreement.
Article 20 If an insider violates this system by leaking inside information, using inside information for trading, or advising others to use inside information for trading, the company shall promptly conduct self-examination and make a penalty decision, and submit the self-inspection and penalty results to the Zhejiang Supervision Bureau of the China Securities Regulatory Commission and the stock exchange for filing.
Article 21 If an insider violates this system by leaking inside information, using inside information for trading, or recommending others to use inside information for trading, or spreading false information, manipulating the securities market, or engaging in fraud and other activities, or leads to violations due to negligence, causing serious impact or losses to the company, the company will, depending on the severity of the case, impose sanctions such as criticism, warning, demerit, fine, probation, and termination of the labor contract on the relevant internal responsible persons, and reserves the right to hold the relevant external responsible persons accountable. The company will also, depending on the severity of the case, transfer relevant case clues to the securities regulatory agencies or public security agencies for investigation and handling, and actively cooperate with the securities regulatory agencies or public security agencies in their investigations in accordance with the law, and provide relevant inside information insider registration files and other information. If the relevant responsible person commits a crime, the company will transfer it to the judicial authority to investigate his criminal liability in accordance with the law. Punishments by regulatory authorities such as the China Securities Regulatory Commission and stock exchanges will not affect the company's punishment of relevant internal responsible persons.
Article 22 If sponsors, securities service institutions and their personnel who issue special documents to fulfill the company's information disclosure obligations, shareholders or potential shareholders holding more than 5% of the company's shares, or actual controllers of the company leak the company's inside information without authorization and cause losses to the company, the company reserves the right to hold them accountable.
Chapter 5 Supplementary Provisions
Article 23 This system shall be implemented from the date of adoption of the resolution of the board of directors, and the same shall apply when it is modified.
Article 24 Matters not covered by this system shall be implemented in accordance with the relevant national laws, regulations, normative documents and the Articles of Association.
Article 25 The right to interpret this system belongs to the company's board of directors.
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
Attachment 1 on October 30, 2025:
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
Insider information file
Company abbreviation: Company code:
Inside information matters (Note 1):
Know the inside information ID card number or system with the company Know the inside information Know the inside information Know the inside information Insider letter Inside information Registration Registration serial number Unit, department Position or position Contact number
Relationship between person’s name and social credit code Information time Information location Information method Information content Stage Time Person
Note 2 Note 3 Note 4 Note 5
Signature of legal representative: Company seal: Note:
Inside information matters should be recorded one by one, that is, each insider file only involves one inside information matter, and insider files involving different inside information matters should be recorded separately.
Fill in the methods for obtaining inside information, including but not limited to meetings, phone calls, faxes, written reports, emails, etc.
Fill in the contents of the inside information learned by each insider, and add attachments for detailed explanation as needed.
Fill in the stage of reporting the inside information, including negotiation and planning, demonstration and consultation, contract conclusion, internal company reporting, transmission, preparation, resolution, etc.
If it is a company registration, fill in the name of the company registrant; if it is a company summary, keep the name of the original registrant in the summary form. Attachment 2:
Zhejiang Aoxiang Pharmaceutical Co., Ltd.
Memorandum on progress of major events
Company abbreviation: Company code: Major matters involved:
Transaction stage Time and location Planning and decision-making methods Participating institutions and personnel Contents of discussions and resolutions Signature
Signature of legal representative: Company seal: Note: Relevant personnel involved in the "Memorandum of Progress of Major Matters" should sign and confirm on the memorandum.