Jidan Biotech: Foreign Investment Management System (October 2025)
Jidan Biotechnology Co., Ltd. Foreign Investment Management System
Jidan Biotechnology Co., Ltd.
Foreign investment management system
Chapter 1 General Provisions
Article 1 In order to strengthen the external investment management of Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), improve investment efficiency, avoid investment risks, use funds reasonably and effectively, and maximize capital returns, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Articles of Association of Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations.
Article 2 The term “overseas investment” as mentioned in this system refers to the investments made by the company, its holding subsidiaries (referring to wholly-owned and holding subsidiaries, the same below) and its actually controlled shareholding subsidiaries (hereinafter referred to as “subsidiaries”). That is, the company and its subsidiaries use monetary funds and physical objects such as houses, machines, equipment, and materials that can be used as capital contributions after asset evaluation, as well as intangible assets such as patent rights, technology, trademark rights, and land use rights, through equity investments (specifically including new establishments, shareholdings, mergers and acquisitions, reorganizations, equity swaps, and shares). Various investment activities to other units at home and abroad including increasing or reducing holdings, participating in and establishing industrial investment funds, etc.), entrusted management (including entrusted financial management, entrusted loans, etc.), securities investment (including stocks, bonds, funds, bank financial products, etc.) and other forms permitted by national laws and regulations.
Article 3 This system aims to establish an effective investment mechanism and conduct decision-making and management of the external investment activities of the company and its subsidiaries to ensure scientific decision-making, standardized operations and investment results of external investment.
Article 4 Principles of foreign investment:
(1) Comply with national laws, administrative regulations, rules and regulations, and comply with the provisions of the Articles of Association;
(2) Comply with the company’s medium and long-term development strategy, business plan and business development requirements;
(3) In line with the fundamental interests of the company and shareholders.
Article 5 In principle, the company’s external investment is centralized by the company. If a subsidiary really needs to make external investment, it must be approved by the company in advance, and then implemented by the subsidiary after final approval according to its internal decision-making process.
Chapter 2 Approval Authority and Information Disclosure of Foreign Investment
Article 6 The company’s shareholders’ meeting, board of directors, and general manager are the decision-making bodies (decision-makers) of the company’s external investment. They each make decisions on the company’s external investment within the scope of their authority and in accordance with the law.
Jidan Biotechnology Co., Ltd. Foreign Investment Management System
Article 7 The general manager of the company is the main person in charge of the implementation of external investment. He is responsible for collecting, sorting and preliminary evaluation of information on investment projects, putting forward investment suggestions, etc., and should report investment progress to the board of directors in a timely manner, so as to facilitate the board of directors and the shareholders' meeting to make timely investment decisions.
Article 8 The Investment Management Department is the management agency for the company’s external investments:
(1) Prepare and guide the implementation of investment plans based on the company’s business objectives and development plans;
(2) Manage and supervise the pre-selection, planning, demonstration and implementation of investment projects;
(3) Responsible for tracking and analyzing the operation of newly invested enterprises or projects;
(4) Participate in the final (suspension) liquidation and handover of investment projects with the company’s finance department;
(5) Develop investment-related processes, standards and detailed rules in accordance with this system;
(6) Coordinate the formation of an investment project team and report the progress of investment work to the chairman;
(7) Other functions specified in this system.
Article 9 The Company's Finance Department assists the Investment Management Department in carrying out investment work, and is responsible for conducting benefit assessments of external investment projects, raising funds, and handling investment procedures, etc.
Article 10 Relevant responsibilities of the company’s audit/legal department (personnel):
(1) Responsible for the compliance review of the company’s investment projects;
(2) Responsible for supervising the process of the company’s investment projects and achieving investment goals;
(3) Responsible for the evaluation of investment activities implemented by the company's financial department, and participate in the post-evaluation of other investment activities.
(4) If necessary, the company can entrust an accounting/legal service intermediary agency to conduct pre-investment due diligence on proposed investment projects to avoid corresponding risks.
Article 11 The approval of the company's investment projects shall be carried out in strict accordance with the authority specified in the Company Law, relevant laws and regulations, and the Articles of Association, except where authorized by the shareholders' meeting or the board of directors.
Article 12 If a company’s external investment transactions meet one of the following standards, they shall be disclosed in a timely manner and implemented after review and approval by the company’s board of directors:
(1) The total assets involved in the transaction account for more than 10% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, whichever is higher;
(2) The net assets involved in the transaction target (such as equity) (if there are both book value and appraised value, whichever is higher) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and appraised value, whichever is higher; Jidan Biotechnology Co., Ltd. External Investment Management System
(3) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
(4) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan;
(5) The transaction amount (including liabilities and expenses) accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
(6) The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the calculation of the above indicators is negative, its absolute value is used for calculation.
Article 13 If a company's external investment transactions meet one of the following standards, the company shall disclose it in a timely manner, and after submitting it to the board of directors for review and approval, it shall also submit it to the shareholders' meeting for review and approval before implementation:
(1) The total assets involved in the transaction account for more than 50% of the company’s latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, whichever is higher;
(2) The net assets involved in the transaction target (such as equity) (if there are both book value and appraised value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and appraised value, whichever is higher;
(3) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 50 million yuan;
(4) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;
(5) The transaction amount (including liabilities and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(6) The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation.
When a company makes external investments, it shall apply the approval authority provisions of this article to all relevant transactions under the same transaction category based on the principle of cumulative calculation within 12 consecutive months. Those that have fulfilled relevant obligations in accordance with the approval authority provisions of this article will no longer be included in the relevant cumulative calculation scope.
Article 14 The approval authority for related investments between the company and related parties is:
Jidan Biotechnology Co., Ltd. Foreign Investment Management System
(1) Related transactions with a transaction amount (including debts and expenses assumed) between the company and related natural persons exceeding RMB 300,000 shall be disclosed in a timely manner.
(2) If the transaction amount (including debts and expenses assumed) between the company and a related legal person (or other organization) is more than 3 million yuan and accounts for more than 0.5% of the absolute value of the company's latest audited net assets, it shall be disclosed in a timely manner.
(3) If the transaction amount between the company and a related party (excluding guarantees provided by the company) exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company's latest audited net assets, and the subject matter of the transaction is the company's equity, the financial accounting report of the last year and the latest period audited by an accounting firm for the target assets shall be disclosed. The audit opinions issued by the accounting firm shall be standard unqualified opinions, and the audit deadline shall not exceed 6 months from the date of the shareholders' meeting to review the relevant transactions; if the transaction target is assets other than the company's equity, the evaluation report issued by the asset appraisal agency for the target assets shall be disclosed. The evaluation base date shall not be more than one year from the date of the shareholders' meeting to review relevant transactions. The transaction still needs to be submitted to the shareholders' meeting for review. If a company and its related parties jointly contribute capital to establish a company, and the company's capital contribution reaches the above standards, if all investors contribute capital in cash, and the proportion of each party's equity in the established company is determined based on the proportion of capital contribution, the requirement to submit it to the shareholders' meeting for review may be exempted. If related-party transactions do not meet the above standards, but are required by the China Securities Regulatory Commission or the Shanghai Stock Exchange in accordance with the principle of prudence, or the company voluntarily submits them to the shareholders' meeting for review in accordance with its articles of association or other regulations, it shall perform review procedures and disclosure obligations in accordance with the above regulations, and relevant audit or evaluation requirements shall apply.
Related party transactions that the company should disclose must be submitted to the board of directors for review after being approved by more than half of all independent directors.
When the board of directors considers related investment matters, related directors shall abstain from voting.
Article 15 Related investments involving related parties shall, in addition to complying with the provisions of this system, also comply with the relevant provisions of the company's related transaction management system.
Article 16 The office of the company’s board of directors is responsible for the information disclosure of agreements, contracts, important relevant information, articles of association, progress, etc. of external investment projects.
Chapter 3 Personnel Management of Foreign Investment
Article 17 For foreign investments to establish cooperative or joint venture companies, the company shall send directors elected through legal procedures to the newly-established company to participate in and influence the operational decisions of the newly-established company.
Article 18 For the holding subsidiaries established through external investment, the company shall appoint the external investment management system of Zhenjidan Biotechnology Co., Ltd. through legal procedures.
The directors and other senior managers of the company play an important role in the operations and decision-making of the holding subsidiaries.
Article 19 The candidates for overseas investment personnel shall be decided by the general manager of the company. The dispatched personnel should effectively perform their duties in accordance with the provisions of the Company Law and the articles of association of the invested company, safeguard the company's interests in the operation and management activities of the newly-established company, and achieve the preservation and appreciation of the company's investment.
Article 20 Relevant personnel appointed by the company to serve as directors of investment units should obtain more information about the investment units by participating in board meetings and other forms, and report the status of the investment units to the company in a timely manner. The dispatched personnel should sign a responsibility letter with the company every year, accept the assessment indicators issued by the company, submit an annual performance report to the company, and accept the company's inspection.
Chapter 4 Transfer and Recovery of Foreign Investment
Article 21 The company may terminate and recover its external investment when one of the following circumstances occurs:
(1) In accordance with the provisions of the investment project agreement or articles of association, the operation period of the investment project (enterprise) expires;
(2) The investment project (enterprise) is not operating well, is unable to repay its due debts, and is bankrupt in accordance with the law;
(3) The investment project (enterprise) is unable to continue operating due to force majeure;
(4) When other circumstances stipulating the termination of investment appear or occur in the contract or agreement.
Article 22 A company may transfer its external investment when one of the following circumstances occurs:
(1) The investment project is obviously contrary to the company’s business direction;
(2) Investment projects suffer continuous losses and the market prospects are bleak;
(3) Due to insufficient operating funds, additional funds are urgently needed;
(4) Other circumstances deemed necessary by the company.
Article 23 Investment transfers shall be handled strictly in accordance with relevant national laws, regulations and company systems. The procedures and authority for approving the disposal of investments are the same as those for approving the implementation of investments.
Chapter 5 Financial Management and Auditing of Foreign Investments
Article 24 The company's financial department should keep comprehensive and complete financial records of the company's external investment activities, conduct detailed accounting, establish detailed account books for each investment project, and record relevant information in detail. The accounting methods for external investment should comply with the provisions of accounting standards and accounting systems.
Article 25 The financial management of long-term external investments shall be the responsibility of the company's financial department. The financial department shall obtain the financial reports of the invested units based on the needs of analysis and management in order to analyze the financial status of the invested units and safeguard the rights and interests of the company.
Jidan Biotechnology Co., Ltd. Foreign Investment Management System
Article 26 The accounting methods and accounting policies and accounting estimates and changes used in the financial management of the company's subsidiaries shall comply with the relevant provisions of the company's accounting management system.
Article 27 The company's subsidiaries shall regularly submit financial accounting statements to the company's financial department, and submit accounting statements and provide accounting information in a timely manner in accordance with the company's requirements for preparing consolidated statements and external disclosure of accounting information.
Article 28 A company may appoint a financial manager to a subsidiary, and the financial manager shall supervise the authenticity and legality of the financial status of the company he serves.
Article 29 All investment assets of the company should be regularly inventoried by internal auditors or other personnel not involved in the investment business or checked with the entrusted custodian institution to check whether they are owned by the company, and the inventory records and book records should be checked against each other to confirm the consistency of the accounts.
Chapter 6 Responsibility for Outbound Investment
Article 30 If it is confirmed that the external investment has not been invested as planned, the expected project returns have not been realized, the investment has suffered significant losses, etc., the Group Investment Department shall be responsible for identifying the reasons and taking effective measures to correct them in a timely manner after reporting to the general manager's office meeting for approval. If human responsibility is found, the general manager shall be asked to hold the relevant personnel accountable.
Article 31 During the implementation of foreign investment, any subject or individual who causes losses to the assets of the company or its subsidiaries due to the following behaviors will be dealt with by the company according to the specific circumstances and the severity of the circumstances; if it constitutes a crime, it will be handed over to the judicial authorities to investigate their legal responsibility and compensation liability in accordance with the law:
(1) Instructing or instructing intermediaries or relevant units to issue false reports during the investment and merger process;
(2) Failure to perform decision-making and approval procedures as required, or making investments without approval;
(3) Legal documents such as investment contracts, agreements, articles of association of the invested enterprise, etc. contain clauses that are detrimental to the company’s rights and interests, resulting in loss of control over the management of the invested enterprise;
(4) Failure to exercise corresponding shareholder rights after the investment is completed, or failure to take timely stop-loss measures when major changes occur;
(5) Providing false materials, leaking company trade secrets, and other violations of laws and regulations.
Article 32 The personnel dispatched by the company should earnestly perform their duties. If the company's investment losses are caused by dereliction of duty, the parties concerned will be held accountable in accordance with the relevant regulations of the company.
Chapter 7 Reporting and Information Disclosure of External Investments
Jidan Biotechnology Co., Ltd. Foreign Investment Management System
Article 33 The company’s external investments shall strictly comply with the information disclosure obligations of the Shanghai Stock Exchange Stock Listing Rules and other relevant regulations.
Article 34 Before the external investment matters are disclosed, all persons with knowledge of the matter shall have the obligation to keep confidentiality.
Article 35 Subsidiaries must abide by the company's information disclosure management system, and the company has the right to know all information about its subsidiaries.
Article 36 The information provided by subsidiaries should be true, accurate and complete, and be reported to the company as soon as possible for timely disclosure.
Chapter 8 Supplementary Provisions
Article 37 The term “above” mentioned in this system includes the original number. Unless otherwise stated, the monetary unit in this system refers to RMB.
Article 38 Matters not covered by this system shall be implemented in accordance with relevant national laws and regulations, normative documents and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant laws, regulations, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 39 This system is interpreted and revised by the company’s board of directors.
Article 40 This system shall take effect from the date of review and approval by the company's board of directors, and the same shall apply when it is modified.
Board of Directors of Jidan Biotechnology Co., Ltd.
October 2025