Measures for the Administration of Overseas Investment of Capital Pharmaceutical Holdings (Beijing) Co., Ltd. (August 2025)
Shougang Holdings (Beijing) Co., Ltd. Overseas Investment Management Measures
Capital Pharmaceutical Holdings (Beijing) Co., Ltd.
Measures for the Administration of Overseas Investment
Chapter 1 General Provisions
Article 1 In order to strengthen the external investment management of Capital Pharma Holdings (Beijing) Co., Ltd. (hereinafter referred to as the "Company"), standardize external investment behavior, prevent investment risks, and improve investment returns, these Measures are formulated in accordance with the relevant laws and regulations such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Stock Listing Rules on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Articles of Association of Capital Pharma Holdings (Beijing) Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The term "overseas investment" as mentioned in these Measures refers to the various forms of external investment activities in which the company and its holding subsidiaries use monetary funds, equity, as well as assessed physical objects, intangible assets and other available resources to invest in various forms.
Article 3 The purpose of these Measures is to establish an effective control mechanism to control risks in the company and its holding subsidiaries in the process of organizing resources, assets, investments, etc., to ensure the safety and profitability of capital operations, and to improve the company's profitability and risk resistance.
Article 4 Principles of foreign investment:
Must comply with national laws and regulations;
Must comply with the company’s mid- and long-term development plans and main business development requirements;
We must adhere to the principle of giving priority to benefits.
Article 5 Investment management should follow the principles of legality, prudence, safety and effectiveness, control investment risks and focus on investment returns.
Article 6 These Measures apply to the external investment business of the company and its subordinate holding companies.
Chapter 2 Approval Authority for Foreign Investment
Article 7 The examination and approval of a company's external investment shall be carried out in strict accordance with the authority specified in the Company Law and the company's articles of association.
Article 8 The company’s external investment types include but are not limited to:
The company independently establishes an enterprise or independently invests in business projects;
The company invests capital to establish joint ventures, cooperative companies, or Kaishou Pharmaceutical Holdings (Beijing) Co., Ltd. with other domestic and foreign independent legal entities and natural persons. Measures for the Administration of Foreign Investment
development projects;
Acquisitions and mergers carried out by purchasing the equity or assets of the target enterprise;
Securities investments such as stocks, bonds, and fund investments;
Other foreign investments stipulated by laws and regulations.
Article 9 The company's shareholders' meeting and the board of directors are the decision-making bodies for 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 laws, regulations and the company's articles of association.
Article 10 If a company’s external investment (except providing guarantees) meets the following circumstances, it shall be submitted to the board of directors for review and disclosed in a timely manner:
- The total assets involved in the transaction (if there are both book value and appraised value, whichever is higher) account for
More than 10% of the company’s latest audited total assets;
The transaction amount accounts for more than 10% of the company’s market value;
The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 10% of the company’s market value.
on;
- The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s most recent
It accounts for more than 10% of the audited operating income in the fiscal year and exceeds 10 million yuan;
- 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
More than 1 million yuan;
- The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s most recent meeting.
More than 10% of the audited net profit for the fiscal year, and more than 1 million yuan.
Article 11 When a company’s external investment (excluding the provision of guarantees) meets one of the following standards, the company’s board of directors shall, after deliberation, submit it to the shareholders’ meeting for review and timely disclosure:
- The total assets involved in the transaction (if there are both book value and appraised value, whichever is higher) account for
More than 50% of the company’s latest audited total assets;
The transaction amount accounts for more than 50% of the company’s market value;
The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 50% of the company’s market value.
on;
- The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for the company’s most recent
Accounting for more than 50% of the audited operating income in the fiscal year and exceeding RMB 50 million;
- 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 Overseas Investment Management Measures of Capital Pharmaceutical Holdings (Beijing) Co., Ltd.
More than 5 million yuan;
- 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 exceeds 5 million yuan.
Article 12 The transaction amount specified in Articles 10 and 11 of these Measures refers to the transaction amount paid, debts and expenses assumed, etc. If the transaction arrangement involves possible payment or receipt of consideration in the future and does not involve a specific amount or the amount is determined based on set conditions, the maximum expected amount is the transaction amount; the market value specified in Articles 10 and 11 refers to the arithmetic average of the closing market value of the 10 trading days before the transaction.
If a company implements transactions in installments, the provisions of Articles 10 and 11 shall apply based on the total transaction amount; the company shall promptly disclose the actual occurrence of the installment transactions.
If the company is not profitable, the net profit indicators stipulated in Articles 10 and 11 regarding the deliberation authority of the board of directors and shareholders' meeting will be exempted.
Article 13 Any external investment that is not subject to review by the board of directors or shareholders’ meeting in accordance with these Measures shall be reviewed and approved by the general manager of the company.
Article 14 If the proposed investment project involves related party transactions, it must also meet the provisions of the company's "Related Party Transaction Management Measures".
Article 15 Foreign investment matters of a subsidiary shall be discussed by the subsidiary's management and the corresponding approval procedures shall be carried out in accordance with the provisions of these Measures. After approval, the subsidiary shall implement it in accordance with legal procedures and the subsidiary's management system.
Article 16 When the company and the same transaction party conduct transactions of the same category and in the opposite direction at the same time, the above-mentioned provisions on the deliberation authority of the board of directors and shareholders' meeting shall apply based on the one-way amount. Except for providing guarantees, providing financial assistance, entrusting financial management and other matters otherwise specified in the "Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing Rules" and the Shanghai Stock Exchange's business rules, when a company conducts transactions of the same category and related to the subject matter, it shall apply the above-mentioned provisions on the deliberation authority of the board of directors and shareholders' meeting in accordance with the principle of cumulative calculation for 12 consecutive months; those who have performed their obligations in accordance with the above-mentioned provisions on the deliberation authority of the board of directors and shareholders' meeting will no longer be included in the relevant cumulative calculation scope.
Article 17 Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., are exempt from the review procedures of the shareholders' meeting in accordance with the above provisions on the review authority of the shareholders' meeting.
Shougang Holdings (Beijing) Co., Ltd. Overseas Investment Management Measures
Chapter 3 Organizational Structure of Foreign Investment Management
Article 18 The company's shareholders' meeting, board of directors, and general manager are the decision-making bodies for the company's external investment, and each makes decisions on the company's external investment within the scope of their authority.
Article 19 The Board of Directors is the leading organization responsible for overall planning, coordination and organization of analysis and research on external investment projects, and providing suggestions for decision-making.
Article 20 The general manager of the company is the main person in charge of the implementation of external investment. He is responsible for planning, organizing, and monitoring the personnel, finance, and materials for the implementation of new projects. He should also report the investment progress to the board of directors in a timely manner and propose adjustment suggestions, etc., so as to facilitate the board of directors and the shareholders' meeting to make timely revisions to the investment.
Article 21 The company's finance department is the daily management department of external investment and is responsible for conducting benefit assessments of external investment projects, raising funds, and handling investment procedures, etc.
Chapter 4 Decision-making Management of Foreign Investment
Article 22 The general manager shall make a preliminary assessment of the investment project and perform the approval procedures according to relevant authority.
Article 23 When signing an external investment contract, the opinions of legal advisors or other experts may be sought as needed, and the contract shall be signed after approval by the authorized department or relevant personnel.
Article 24 The company's finance department shall promptly register the investment according to the category, quantity, unit price, investment date and other items of the external investment, and conduct relevant financial processing.
Article 25 The company's external investment may be subject to budget management. During the implementation of the investment budget, the investment budget may be reasonably adjusted according to the actual situation. The investment budget plan must be approved by the competent authority.
Article 26 The company's long-term investment shall sign an investment contract or agreement with the investee. The long-term investment contract or agreement must be reviewed by the general manager of the company and approved by the authorized decision-making body before it can be formally signed.
The company should authorize specific departments and personnel to invest cash, physical objects or intangible assets in accordance with the provisions of long-term investment contracts or agreements. Physical investment must go through physical handover procedures and be approved by the management department.
Unless approved by the competent authority, no investment funds shall be paid or investment assets transferred before the investment contract or agreement is signed; after the investment is completed, an investment certificate or other valid certificate issued by the investor shall be obtained.
Article 27 For major investment matters, the general manager shall organize relevant experts and professionals to conduct reviews and submit them to the competent authority for approval in accordance with the provisions of these Measures.
Shougang Holdings (Beijing) Co., Ltd. Overseas Investment Management Measures
Article 28 The company's finance and other relevant departments should report the investment progress to the general manager of the company in a timely manner; when there are major changes in investment conditions that may affect investment returns, suggestions for the suspension or adjustment of plans for investment projects should be made in a timely manner and resubmitted to the board of directors or shareholders' meeting for review in accordance with the approval procedures.
Article 29 The company’s finance department shall carry out daily management of long-term investments, and its scope of responsibilities includes:
Monitor the operation and financial status of the invested unit, and report the situation of the invested unit to the company’s principal person in a timely manner;
Monitor the profit distribution and dividend payment of the invested units and safeguard the legitimate rights and interests of the company;
Regularly provide investment analysis reports to the relevant responsible persons and functional departments of the company. The investment analysis reports should include the accounting statements and audit reports of the invested units.
Article 30 Subsidiaries must formulate and improve their own plans within the framework of the company's medium- and long-term development plans, and the company must guide them in making external investments. Subsidiaries must prepare proposals, project proposals or feasibility analysis reports for their proposed external investments and submit them to the general manager, and perform approval procedures in accordance with relevant systems.
Chapter 5 Personnel Management of Foreign Investment
Article 31 When a company invests externally to establish a cooperative or joint venture company, it shall assign directors and supervisors (if any) who have been established through legal procedures to the newly-established company according to actual needs to participate in and influence the operational decisions of the newly-established company.
Article 32 For a holding company established with external investment, the company shall dispatch directors and supervisors (if any) who are elected through legal procedures, and dispatch corresponding operating and management personnel, who shall play an important role in the operation and decision-making of the holding company.
Article 33 The candidates for personnel dispatched for foreign investment shall be decided by the general manager of the company.
Article 34 The dispatched personnel shall effectively perform their duties in accordance with the provisions of the Company Law and the company's articles of association, safeguard the company's interests in the operation and management activities of the newly-established subsidiary, and achieve the preservation and appreciation of the company's investment.
Article 35 The general manager of the company shall organize the annual and term assessment of the dispatched directors and supervisors (if any). The company will give corresponding rewards or penalties to relevant personnel based on the assessment results.
Article 36 The company’s foreign investment-related materials and equity certificates should be filed in a timely manner, and unauthorized personnel are not allowed to access relevant materials.
Shougang Holdings (Beijing) Co., Ltd. Overseas Investment Management Measures
Chapter 6 Financial Management and Auditing of Foreign Investments
Article 37 The company's finance department should strengthen the control of investment income, and interest, dividends and other income obtained from external investments should be included in the company's accounting system.
Article 38 The accounting policies, accounting estimates, changes, etc. used in the accounting and financial management of subsidiaries shall comply with the company's financial accounting system and its relevant regulations.
Article 39 A newly-established subsidiary shall submit financial accounting statements to the company's finance department and internal audit department in accordance with the company's requirements, and shall submit accounting statements and provide accounting information in a timely manner in accordance with the company's requirements for preparing consolidated statements.
Article 40 The company may appoint a financial director to a subsidiary, and the financial director shall supervise the authenticity and legality of the financial affairs of the company he serves.
Article 41 The company shall conduct regular or special audits of its subsidiaries.
Chapter 7 Supplementary Provisions
Article 42 These Measures shall take effect and be implemented from the date of review and approval by the shareholders' meeting.
Article 43 Matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents and the company's articles of association.
Article 44: Modifications to these Measures shall be proposed by the company's board of directors and shall take effect and be formally implemented on the date of review and approval by the shareholders' meeting.
Article 45 The company’s board of directors is responsible for interpreting these regulations.
Capital Pharmaceutical Holdings (Beijing) Co., Ltd.
August 2025