Implementation Rules for Related Transactions of Jiangsu Aidi Pharmaceutical Group Co., Ltd. (Revised in September 2025)
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
Jiangsu Aidi Pharmaceutical Group Co., Ltd.
Implementation Rules for Related Party Transactions
Chapter 1 General Provisions
Article 1 In order to regulate the related transactions of Jiangsu Aidi Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), safeguard the legitimate rights and interests of the company's investors, especially small and medium-sized investors, and ensure that the related transaction contracts entered into between the company and related parties comply with the principles of fairness, justice and openness, in accordance with the "Company Law of the People's Republic of China" These detailed rules are formulated in accordance with relevant laws, regulations, normative documents such as the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing Rules (hereinafter referred to as the "Listing Rules"), "Shanghai Stock Exchange's Self-Regulatory Supervision Guidelines for Listed Companies No. 5 - Transactions and Related Transactions" and the "Articles of Association of Jiangsu Aidi Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 When a company conducts transactions with related parties, it shall abide by the following basic principles:
(1) The principles of equality, voluntariness, equal value and compensation;
(2) The principles of fairness, impartiality and openness;
(3) Legality, necessity, rationality and fairness;
(4) Necessary related-party transactions shall be regulated in strict accordance with laws, regulations and normative documents;
(5) In necessary related transactions, related shareholders and related directors shall implement the voting avoidance system stipulated in the Articles of Association;
(6) When handling related transactions between the company and related parties, the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, shall not be harmed. When necessary, an independent financial consultant or professional evaluation agency shall be hired to issue opinions and reports;
(7) Independent directors have the right to approve major related transactions in advance, and related transactions that need to be reviewed and approved by the board of directors must be reviewed and approved by a special meeting of independent directors.
The company's controlling shareholders and actual controllers are not allowed to harm the company's interests, infringe on the company's property rights, or seek the company's business opportunities through related transactions, capital occupation, guarantees, profit distribution, asset reorganization, external investment, etc.
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
Article 3 Related relationships refer to the relationships between a company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.
In addition to complying with relevant laws, regulations, normative documents and the Articles of Association, related party transactions between the company and related parties must also comply with the relevant provisions of these Detailed Rules.
Close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers may not directly or indirectly enter into contracts or conduct transactions with the company without reporting to the board of directors or shareholders' meeting and passing the resolution of the board of directors or shareholders' meeting in accordance with the Articles of Association.
Chapter 2 Related Transactions
Article 4 Related transactions refer to the transfer of resources or obligations between the company or other entities such as subsidiaries within the scope of the company’s consolidated statements and the company’s related parties, including but not limited to the following matters:
(1) Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products or commodities and other transactions related to daily operations);
(2) External investment (except for purchasing low-risk bank financial products);
(3) Transfer or transfer of research and development projects;
(4) Sign a license agreement;
(5) Provide guarantee;
(6) Lease or lease assets;
(7) Entrust or entrust management of assets and business;
(8) Donating or receiving donated assets;
(9) Creditor's rights and debt restructuring;
(10) Provide financial assistance (including interest or interest-free loans, entrusted loans, etc.);
(11) Waiver of rights (including waiver of preemptive rights, preemptive subscription rights, etc.);
(12) Other matters that may occur within the scope of daily operations that may lead to the transfer of resources or obligations;
(13) Other agreements determined by the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) and the Shanghai Stock Exchange in accordance with the principle of substance over form that may result in the transfer of resources or obligations Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
matters. When a company jointly invests with a related party and increases or reduces capital in a jointly invested enterprise, the company's investment, capital increase, or capital reduction amount shall be used as the calculation standard, and the relevant provisions of the Listing Rules shall apply.
If a company's affiliates unilaterally increase or reduce capital in an enterprise that the company controls or has a stake in, and it involves a waiver of rights, the relevant provisions on waiver of rights shall apply. If it does not involve a waiver of rights, but may have a significant impact on the company's financial status and operating results or cause a change in the company's associated relationship with the entity, the company shall disclose it in a timely manner.
If the company and its related parties increase capital in cash with the same consideration and proportion to the related joint investment enterprises controlled by the company, and meet the standards that should be submitted to the shareholders' meeting for review, they are exempt from audit or evaluation in accordance with the relevant provisions of the "Listing Rules".
Article 5 Related party transaction activities shall follow commercial principles and be fair, equitable and open. The price of related party transactions should mainly follow the principle of market price. If there is no market price, the price shall be based on the agreement. A written contract or agreement should be signed for related party transactions, and the content of the contract or agreement should be clear and specific.
Article 6 The company shall take effective measures to prevent shareholders and their related parties from occupying or transferring the company’s funds, assets and other resources in various forms.
Chapter 3 Related Persons
Article 7 Related parties of the company include related legal persons and related natural persons.
Article 8 A natural person, legal person or other organization that meets any of the following circumstances is a related person of the company:
(1) Natural persons, legal persons or other organizations that directly or indirectly control the company;
(2) Natural persons who directly or indirectly hold more than 5% of the company’s shares;
(3) Directors and senior managers of the company;
(4) Family members who are closely related to the related natural persons mentioned in items (1), (2) and (3) of paragraph 1 of this article, including spouses, children over 18 years old and their spouses, parents and spouse’s parents, brothers and sisters and their spouses, spouse’s brothers and sisters, and children’s spouse’s parents;
(5) Legal persons or other organizations that directly hold more than 5% of the company’s shares and their persons acting in concert;
(6) Directors, supervisors, senior managers or other principal persons in charge of legal persons or other organizations that directly or indirectly control the company;
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
(7) Legal persons or other organizations that are directly or indirectly controlled by related legal persons or related natural persons listed in items (1) to (6) of paragraph 1 of this article, or where the aforementioned related natural persons (except independent directors) serve as directors or senior managers, except the company and its controlled subsidiaries;
(8) Legal persons or other organizations that indirectly hold more than 5% of the company’s shares and their persons acting in concert;
(9) Other natural persons, legal persons or other organizations determined by the China Securities Regulatory Commission, the Shanghai Stock Exchange or the Company based on the principle of substance over form to have a special relationship with the Company and which may cause the Company's interests to be tilted towards them.
Within 12 months before the date of the transaction, or within 12 months after the relevant transaction agreement comes into effect or the arrangement is implemented, any legal person, other organization or natural person who has one of the circumstances listed in the preceding paragraph shall be deemed to be a related party of the Company.
If the company and the legal person or other organization listed in item (1) of paragraph 1 of this article are controlled by the same state-owned assets supervision and administration agency and the situation mentioned in this item occurs, no related relationship will be formed, except that the legal representative, chairman, general manager, person in charge, or more than half of the directors of the legal person or other organization concurrently serve as directors or senior managers of the company.
Article 9 The company’s directors, senior managers, shareholders holding more than 5% of the shares, and persons acting in concert and actual controllers shall promptly and truthfully inform the company of the related parties with which they have related relationships, and the company shall do a good job in registration management.
Chapter 4 Procedures and Disclosure of Related Transactions
Section 1 Avoidance of voting
Article 10 If a director has a relationship with an enterprise or individual involved in a resolution at a board meeting, the director shall report to the board of directors in writing in a timely manner. When the company's board of directors considers related party transactions, related directors shall abstain from voting and their voting rights shall not be counted in the total number of voting rights. Related directors are also not allowed to exercise voting rights on behalf of other directors.
Board meetings must be attended by more than half of the non-related directors, and resolutions must be passed by more than half of the non-related directors. If the number of non-related directors attending the board meeting is less than 3, the company shall submit related transaction matters to the shareholders' meeting for review.
The related directors mentioned in the preceding paragraph include the following directors or directors with one of the following circumstances:
(1) Be the counterparty;
(2) Be the direct or indirect controller of the counterparty;
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
(3) Served in the counterparty of the transaction, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;
(4) A family member who is closely related to the natural person listed in items (1) to (2) of this article (for the specific scope, please refer to the provisions of item (4) of paragraph 1 of Article 8);
(5) Be a family member who has a close relationship with the directors, supervisors or senior managers of the legal persons or organizations listed in items (1) to (2) of this article (for the specific scope, please refer to the provisions of item (4) of paragraph 1 of Article 8);
(6) Directors whose independent business judgment may be affected as determined by the China Securities Regulatory Commission, Shanghai Stock Exchange or the Company based on the principle of substance over form.
Article 11 When the company's shareholders meeting considers related party transactions, related shareholders shall abstain from voting, and the number of shares with voting rights they represent will not be counted in the total number of valid votes. Related shareholders may not exercise voting rights on behalf of other shareholders.
The related shareholders mentioned in the preceding paragraph include the following shareholders or shareholders with one of the following circumstances:
(1) Be the counterparty;
(2) Be the direct or indirect controller of the counterparty;
(3) Directly or indirectly controlled by the counterparty;
(4) Directly or indirectly controlled by the same natural person, legal person or other organization as the counterparty;
(5) Served in the counterparty of the transaction, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;
(6) Close family members who are the counterparty to the transaction or its direct or indirect controller;
(7) Shareholders whose voting rights are restricted or affected due to the existence of unfulfilled equity transfer agreements or other agreements with the counterparty or its related parties;
(8) Shareholders determined by the China Securities Regulatory Commission or the Shanghai Stock Exchange that may cause the company's interests to be tilted towards them.
Section 2 Permissions and Procedures for Related Transactions
Article 12 For related transactions planned by the company, the functional departments of the company shall submit a written report to the chairman of the board of directors and the office of the board of directors, giving a detailed explanation of the specific matters of the related transaction, the basic information of the related parties and transaction targets, the pricing basis, necessity and rationality, and the impact on the parties to the transaction. The chairman of the board or the office of the board of directors shall perform corresponding procedures according to the quota authority.
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
Article 13 If a company provides guarantees to related parties, it must have reasonable business logic. In addition to being reviewed and approved by a majority of all non-related directors, it must also be reviewed and approved by more than two-thirds of the non-related directors attending the board meeting and a resolution must be made, and submitted to the shareholders' meeting for review.
If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee. If the company provides guarantees to shareholders holding less than 5% of the shares, it shall be disclosed in a timely manner after deliberation and approval by the board of directors and submitted to the shareholders' meeting for review. The relevant shareholders shall abstain from voting at the shareholders' meeting.
If the company causes the guaranteed party to become a related party of the company due to a transaction or related transaction, when implementing the transaction or related transaction, it shall perform corresponding review procedures and information disclosure obligations with respect to the existing related guarantee. If the board of directors or shareholders' meeting fails to review and approve the related guarantee matters specified in the preceding paragraph, the parties to the transaction shall take effective measures such as early termination of the guarantee.
Article 14 The chairman or general manager of the company has the right to decide on the following related transactions (except for the company’s provision of guarantees and financial assistance):
(1) The amount of related transactions between the company and related natural persons is less than RMB 300,000; however, the company shall not directly or indirectly provide loans to directors and senior managers;
(2) The amount of related transactions between the company and related legal persons is less than RMB 3 million, or the amount is less than 0.1% of the company’s latest audited total assets or market value;
If the general manager himself or his close family members are the counterparties to related transactions, the transaction should be reviewed and approved by the board of directors.
Article 15 With the approval of more than half of all independent directors of the company, the board of directors shall decide on the following related transactions (except for the provision of guarantees and financial assistance by the company):
(1) The company intends to have related transactions with related natural persons with an amount of more than RMB 300,000; however, the company shall not directly or indirectly provide loans to directors and senior managers;
(2) The company intends to have related transactions with related legal persons with an amount of more than 3 million yuan and accounting for more than 0.1% of the company’s latest audited total assets or market value;
Transactions between the company and related parties in which the company unilaterally obtains benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc., are exempt from the board of directors review procedures and disclosures in accordance with the provisions of this article.
Article 16 Related transactions reviewed by the company's shareholders' meeting: The transaction amount between the company and related parties (excluding the provision of guarantees and financial assistance) accounts for more than 1% of the company's latest audited total assets or market value. Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
Easy, and exceeds 30 million yuan. Transactions related to the same related party (including other related parties that are controlled by the same entity or have an equity control relationship with the related party) or with different related parties under the same transaction category are calculated based on the cumulative amount within 12 consecutive months.
For the above-mentioned related transactions, the company shall hire an accounting firm that complies with the provisions of the Securities Law to audit the financial accounting report of the transaction target for the most recent year. The deadline for the audited financial report shall not be more than six months from the date of use of the audit report; if the transaction target is a non-cash asset other than equity, the company shall hire an asset appraisal agency that complies with the provisions of the Securities Law to conduct an evaluation. The evaluation base date of the evaluation report shall not be more than one year from the date of use of the evaluation report. The company can hire an independent financial adviser to express opinions on whether related transactions that require approval by the shareholders' meeting are fair and reasonable to all shareholders, and issue an independent financial adviser's report.
The transaction objects involved in related-party transactions related to daily operations as mentioned in Article 21 of these Rules are exempt from audit or evaluation.
Article 17 If a company intends to conduct related transactions that must be submitted to the shareholders' meeting for review, it must obtain the consent of more than half of all independent directors before submitting the transaction to the board of directors for review. When necessary, independent directors may require a securities service agency to issue an independent financial advisory report as a basis for their judgment before making a judgment.
Article 18 When the company and its related parties jointly contribute capital to establish a company, the amount of the company's capital contribution shall be the transaction amount, and the provisions of Articles 14, 15, 16 and 29 of these Detailed Rules shall apply.
If a company and its related parties jointly contribute capital to establish a company, and the company's capital contribution reaches the standard stipulated in Article 16, Paragraph 1, if all investors contribute capital in cash, and the equity ratio of each party in the established company is determined in accordance with the proportion of capital contribution, the requirement to submit it to the shareholders' meeting for review may be exempted.
If a company intends to give up the same proportion of capital increase or preferential transfer rights to a company that jointly invests with related parties, the amount involved in the company's surrender of capital increase rights or preferential transfer rights shall be the transaction amount, and Article 14 of these Detailed Rules shall apply.
The provisions of Articles 15, 16 and 29.
If the company's relinquishment of the right to increase capital or the right of preferential transfer will result in a change in the scope of the company's consolidated statements, the transaction amount shall be the total net assets of the company corresponding to the most recent period for which the company intends to give up the right to increase capital or the right of preferential transfer as the transaction amount, and the provisions of Articles 14, 15, 16 and 29 of these Detailed Rules shall apply.
Article 19 The company shall not provide financial assistance to related parties, except when it provides financial assistance to a related joint-stock company that is not controlled by the company’s controlling shareholder or actual controller, and other shareholders of the joint-stock company provide financial assistance under the same conditions in proportion to their capital contribution.
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
If the company provides financial assistance to an affiliated company specified in the preceding paragraph, it must be reviewed and approved by more than half of all non-associated directors, and more than two-thirds of the non-associated directors present at the board meeting, and submitted to the shareholders' meeting for review.
The company shall prudently "provide financial assistance" and "entrust financial management" to related parties; if it is really necessary, the amount incurred shall be used as the calculation standard and shall be calculated cumulatively within twelve consecutive months according to the type of transaction. If the cumulative calculation reaches the standards of Articles 14, 15, 16 and 29, the provisions of Articles 14, 15, 16 and 29 shall apply.
Before the proposed or approved related-party transactions, those who have performed relevant obligations in accordance with the provisions of Articles 14, 15, 16 and 29 will no longer be included in the relevant cumulative calculation scope.
Article 20 The following related transactions of the company within twelve consecutive months shall be subject to the provisions of Articles 14, 15, 16 and 29 in accordance with the principle of cumulative calculation:
(1) Transactions with the same related party;
(2) Transactions related to the categories of transaction objects conducted by different related parties.
The above-mentioned same related parties include other related parties that are controlled by the same entity as the related party, or have equity control relationships with each other.
Those that have performed relevant decision-making procedures in accordance with the provisions of these rules will no longer be included in the relevant cumulative calculation scope.
Article 21 When the company conducts daily related transactions with related parties, it shall disclose and perform corresponding review procedures in accordance with the following provisions:
(1) The company can reasonably estimate the annual amount of daily related transactions by category, perform the review procedures and disclose them; if the actual execution exceeds the estimated amount, it should re-perform the review procedures and disclose the excess amount;
(2) The company’s annual report and semi-annual report shall disclose daily related transactions in a classified and summarized manner;
(3) If the term of the daily related transaction agreement signed between the company and its related parties exceeds 3 years, the relevant review procedures and disclosure obligations shall be re-performed every 3 years.
In accordance with the relevant provisions of the "Listing Rules", the company shall make separate estimates for daily related transactions by distinguishing counterparties, transaction types, etc.
If there are a large number of related parties and it is difficult for the company to disclose all related party information, the disclosure can be simplified after fully explaining the reasons. If the expected transaction amount with a single legal entity reaches the disclosure standard stipulated in the "Listing Rules", the related party information and estimated transaction amount should be separately listed. Other legal entities can present the above information in a consolidated manner based on the same control.
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
The company estimates daily related transactions. When applying the regulations regarding actual execution exceeding the estimated amount, the total amount of various related transactions actually occurring between each related person under the same control and the company is compared with the corresponding estimated total amount. The amounts of related-party transactions between different related parties not under the same control and the company are not consolidated.
If a company entrusts a related party to sell various products and commodities produced or operated by the company, or is entrusted by a related party to sell various products or commodities produced or operated by the company, except for the case of adopting a buyout entrustment method, the relevant provisions of the "Listing Rules" may be applied based on the entrustment agency fee that should be paid or collected during the contract period.
Article 22 The daily related transaction agreement shall at least include the transaction price, pricing principles and basis, total transaction volume or its determination method, payment method and other major terms.
Article 23 When the company has related transactions between the company and related parties due to public bidding, public auction, etc., the company may be exempted from performing relevant obligations in accordance with the provisions of this chapter.
Article 24 When a company enters into the following related transactions with related parties, it may be exempted from review and disclosure as related transactions:
(1) One party subscribes in cash for stocks, convertible corporate bonds or other derivatives, and publicly issued corporate bonds (including enterprise bonds) issued by the other party to unspecified objects;
(2) One party, as a member of the underwriting syndicate, underwrites stocks, convertible corporate bonds or other derivatives, and publicly issued corporate bonds (including enterprise bonds) issued by the other party to unspecified objects;
(3) One party receives dividends, bonuses or remuneration in accordance with the resolution of the other party’s shareholders’ meeting;
(4) One party participates in the other party’s public bidding or auction, except where it is difficult to reach a fair price through the bidding or auction;
(5) Transactions in which the company obtains unilateral benefits, including receiving cash assets as gifts, obtaining debt relief, accepting guarantees and funding, etc.;
(6) The pricing of related-party transactions shall be stipulated by the state;
(7) The related party provides funds to the company, and the interest rate is no higher than the loan market quotation rate for the same period stipulated by the People's Bank of China, and the company has no corresponding guarantee for this financial assistance;
(8) The company provides products and services to directors and senior managers on the same transaction terms as non-related parties;
(9) Other circumstances determined by the Shanghai Stock Exchange.
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
Article 25 When reviewing the rationality of related-party transactions, the company's board of directors shall at least consider and review the following factors or documents:
(1) Background description of the related transaction;
(2) The related relationship between the parties to the transaction and the basic information of the related persons, and the qualification certificate of the related persons;
(3) The pricing policy and pricing basis of the transaction, including the relationship between the transaction price and the book value, appraised value and clear and fair market price of the transaction object, as well as other specific matters related to pricing that need to be explained due to the special transaction object; if the transaction price is significantly different from the book value, appraised value or market price, the reasons should be explained. If the transaction is unfair, attention should also be paid to the direction of interest transfer resulting from this related transaction;
(4) Transaction agreement. The main contents of the agreement include but are not limited to: transaction price, transaction settlement method, the nature and proportion of the interests of related parties in the transaction, the agreement's effective conditions, effective time, performance period, etc.; as well as other agreements, contracts or any other written arrangements related to related transactions;
(5) The purpose of the transaction and its impact on the company, including the necessity and true intention of conducting this related transaction, the impact on the current and future financial conditions and operating results, etc.;
(6) The total amount of various related transactions that have occurred with the related party from the beginning of the year to the date of the board meeting;
(7) Intermediary agency report (if any);
(8) Other materials deemed necessary.
Article 26 When the shareholders' meeting makes resolutions on related transactions, in addition to reviewing the documents listed in Article 25, it is also necessary to review the opinions expressed by the company's independent directors on such transactions.
Article 27 Related transactions with a transaction amount of more than 30 million yuan and higher than 1% of the company's latest audited total assets or market value must be signed and sealed by all parties to the related transaction, and must be reviewed and approved by the shareholders' meeting before they become effective.
Article 28 During the validity period of a related-party transaction contract, if the related-party transaction agreement or contract must be terminated or modified due to force majeure or changes in production and operations, the relevant parties may terminate the agreement or modify the contents of the supplementary agreement. Supplementary and revised agreements will take effect immediately depending on the specific circumstances or will take effect after being reviewed and confirmed by the board of directors or shareholders' meeting.
Chapter 5 Disclosure of Related Transactions
Jiangsu Aidi Pharmaceutical Group Co., Ltd. Implementation Rules for Related Transactions
Article 29 If the transaction between the company and its related parties (excluding the provision of guarantees) meets one of the following standards, it shall be disclosed in a timely manner:
(1) Transactions with related natural persons with a transaction amount of more than 300,000 yuan;
(2) The transaction amount with related legal persons accounts for more than 0.1% of the company’s latest audited total assets or market value, and exceeds 3 million yuan.
Chapter 6 Supplementary Provisions
Article 30 If there are no provisions in these detailed rules, the provisions of relevant laws, regulations and the Articles of Association shall apply. 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 31 The terms "above" and "below" in these rules include the original number, and "exceed", "over", "less than" and "under" do not include the original number.
Article 32 These detailed rules shall take effect and be implemented from the date of review and approval by the shareholders' meeting.
Article 33 The shareholders' meeting authorizes the board of directors to interpret these bylaws.
Jiangsu Aidi Pharmaceutical Group Co., Ltd.
September 2025