Management system of Jiangsu Jindike Biotechnology Co., Ltd.'s holding subsidiaries
Jiangsu Jindike Biotechnology Co., Ltd.
Management system of holding subsidiaries
(October 2025)
Chapter 1 General Provisions
Article 1 In order to strengthen the management of the holding subsidiaries of Jiangsu Jindike Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), establish a good management and operation mechanism between the company and the holding subsidiaries, ensure the standardized, efficient and orderly operation of the holding subsidiaries, improve the company's overall asset operation quality, maintain the company's overall image and the interests of investors, according to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules (hereinafter referred to as the "Listing Rules") and other laws, regulations, normative documents, and the Articles of Association of Jiangsu Jindike Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association"), this system is formulated based on the actual situation of the company.
Article 2 The term "controlled subsidiary" as mentioned in this system refers to a company with independent legal personality established in accordance with the company's overall development strategic plan and the need to highlight the main business and improve the company's core competitiveness. Its establishment forms include:
(1) A wholly-owned subsidiary established solely by the company;
(2) A company jointly established with other companies or natural persons, a company holding more than 50% (excluding 50%), or a company that holds less than 50% but can determine the composition of more than half of its board of directors, or a company that can actually control through an agreement or other arrangement.
Other companies controlled by a controlling subsidiary shall refer to this system.
Article 3 The holding subsidiaries shall operate independently and manage independently in accordance with the law under the company's overall strategic goals. The company manages its holding subsidiaries in accordance with the law through the exercise of shareholder rights and the directors, supervisors or senior managers appointed by the company.
Chapter 2 Operation and Investment Decision Management
Article 4 The development plans and investment directions of holding subsidiaries must be subject to and serve the company's overall strategic plan. Within the company's development planning framework, they must refine and improve their own plans, formulate business plans, and establish risk management procedures based on their actual business.
Article 5 The foreign investment decisions of holding subsidiaries must be institutionalized and programmed, and the management and risk control of investment projects must be strengthened. Before making a decision on an investment project, a holding subsidiary shall conduct a demonstration investigation and feasibility study on the project, and submit an investment plan to the board of directors (or executive director) of the holding subsidiary.
Article 6 Unless otherwise provided in this system, for major matters such as equity changes, restructuring, mergers and acquisitions, investment and financing, mortgages and other forms of guarantees, asset disposals, acquisition of major fixed assets (exceeding 5% of the latest audited net assets of the controlling subsidiary), borrowings, external investments, major products or marketing plans, income distribution (excluding the subsidiary's main business and daily operating matters), the company's appointed director must report the major matters in advance to the general manager of the company, the company's board of directors or the shareholders' meeting for review. After the company approves, the holding subsidiary will convene a board of directors (or executive director) or shareholders meeting for review in accordance with legal procedures. The shareholder representatives or appointed directors authorized by the company must vote in accordance with the company's authorized opinions. The company's holding subsidiaries should promptly notify the company after its board of directors or shareholders' meeting makes a resolution, and perform relevant information disclosure obligations (if necessary).
If there is a major event or transaction involving the purchase or disposal of assets between the company's wholly-owned subsidiaries, the company's appointed directors, supervisors or senior managers shall report the matter to the company in advance and submit the matter to the company's general manager for approval. After approval by the company's general manager, it shall be reported to the company's board of directors for record.
Article 7 Except for the company's wholly-owned subsidiaries, the holding subsidiaries shall hold a shareholders' meeting at least once a year.
The rules of procedure and notification methods of the shareholders' meeting and the board of directors (or executive director) of the holding subsidiary shall comply with the provisions of the Company Law and the articles of association of the holding subsidiary. When a controlled subsidiary holds a board of directors (or executive director) or shareholders' meeting, the meeting notice and topics must be submitted to the company's board secretary before the meeting. The board secretary will review and determine whether the matters discussed need to be approved by the company's general manager, board of directors or shareholders' meeting, and review whether they are information that should be disclosed. The shareholders' meeting and the board of directors (or executive director) of the controlled subsidiary should have meeting minutes or minutes. The minutes or minutes and meeting resolutions should be submitted to the secretary of the company's board of directors for record within one working day after the meeting.
Article 8 Without the authorization and approval of the company in accordance with the provisions of Article 6 of this system, the holding subsidiary shall not have the right to make any form of external investment, borrowing, mortgage or other forms of guarantees, and shall not conduct related transactions with the company's related parties.
Article 9 The holding subsidiary shall proactively report to the company the major implementation and progress of investment projects. When the company inquires or inspects business operations or investment projects, the holding subsidiary and relevant personnel shall actively cooperate and assist, respond promptly, accurately and completely, and provide relevant materials as required.
Chapter 3 Financial Management
Article 10 Controlled subsidiaries shall abide by the company's unified financial management policies and implement a unified accounting system with the company. The Company's Finance Department provides necessary guidance on the accounting and financial management of its holding subsidiaries; it supervises and manages the financial accounting, capital allocation and related transactions of its holding subsidiaries.
Article 11 The accounting, accounting policies and accounting estimates adopted by the holding subsidiaries shall comply with the company's financial accounting system and its relevant regulations.
Article 12 A holding subsidiary shall submit accounting statements and provide accounting information in a timely manner in accordance with the company's requirements for preparing consolidated accounting statements and disclosing accounting information to the outside world. Its accounting statements are also audited by a certified public accounting firm entrusted by the company.
Controlled subsidiaries shall submit monthly, quarterly, semi-annual, and annual financial statements to the company within ten working days from the end of the month, quarter, half-year, or year, or within the time limit otherwise required by the company. The financial statements and related information submitted by the holding subsidiaries to the company include but are not limited to: balance sheet, income statement, cash flow statement, statement of changes in shareholders' equity, notes to accounting statements, financial analysis reports, production and sales reports, statements on providing funds to others and providing guarantees, etc.
Article 13 Controlled subsidiaries should strictly control the exchange of funds, assets and other resources with related parties to avoid any non-operational occupation. If an abnormal situation occurs, the holding subsidiaries and the company's internal audit department should promptly request the company's board of directors to take corresponding measures.
Article 14 Controlled subsidiaries shall participate in the company's budget management and complete budget preparation according to the company's unified arrangements. The management of the holding subsidiaries is responsible for the projects involved within the budget. Over-budget and extra-budget projects must be implemented after completing the corresponding approval procedures.
Article 15 The company shall regularly or irregularly implement audit supervision of its holding subsidiaries. The audit content mainly includes: economic benefit audit, engineering project audit, major economic contract audit, system audit, etc.
After receiving the audit notice, the holding subsidiary shall actively prepare and actively cooperate. After the audit opinions and audit decisions approved by the company are delivered to the holding subsidiary, the holding subsidiary must implement them conscientiously.
Chapter 4 Information Management
Article 16 A controlled subsidiary shall abide by the "Jiangsu Jindike Biotechnology Co., Ltd. Major Information Internal Reporting System" (hereinafter referred to as the "Major Information Internal Reporting System") and clarify the information reporting responsibilities and confidentiality responsibilities of relevant personnel within the controlled subsidiary to ensure that the information disclosure of the controlled subsidiary complies with the requirements of the "Listing Rules" and other relevant regulations. The company has the right to know all information of its holding subsidiaries, and its holding subsidiaries are not allowed to conceal or falsely report any information.
Information provided by holding subsidiaries must be timely, true, accurate and complete, and the information must be provided in writing with an official seal.
Article 17 The general manager or executive director of a holding subsidiary is the first person responsible for information reporting and is responsible for information disclosure and reporting of the holding subsidiary. Information that should be disclosed in accordance with the law should be reported to the secretary of the company's board of directors in a timely manner.
Article 18 Controlled subsidiaries shall report to the company in a timely manner major operating events, major financial matters that are expected to occur or have occurred, and other information that may have a significant impact on the trading price of the company's stocks and derivatives, and perform internal reporting, approval procedures and information disclosure obligations in accordance with the requirements of the securities regulatory authorities and the company's "Information Disclosure Management System", "Major Information Internal Reporting System" and other relevant regulations. When a holding subsidiary occurs a major event that requires reporting as stipulated in the company's "Major Information Internal Reporting System", it shall report to the company as soon as possible.
Article 19 When any transaction occurs in a controlled subsidiary, the relevant responsible person shall carefully review and prudently determine whether the counterparty is a related party and whether the relevant transaction constitutes a related transaction. If a holding subsidiary has any questions about this, it should immediately report it to the secretary of the company's board of directors. If it constitutes a related party transaction, corresponding approval, information disclosure and other obligations should be performed in accordance with the relevant provisions of the company's "Related Party Transaction Management System".
Article 20 A holding subsidiary shall report the following information to the company on a regular basis:
(1) Provide meeting minutes (or minutes) and meeting resolutions (or shareholder decisions) of the controlled subsidiary's board of directors (or executive director) and shareholders' meeting in accordance with Article 7 of this system;
(2) Provide financial statements of its holding subsidiaries in accordance with Article 12 of this system;
(3) Submit half-year and annual business work summaries within twenty working days of the end of the half-year and year.
Chapter 5 Personnel Management
Article 21 Controlled subsidiaries shall abide by the company's personnel management system. For the internal organizational structure, staffing, and salary distribution plan of the holding subsidiary, the company's appointment of directors, supervisors or senior managers should be submitted to the company for approval in advance. After the company's approval, the holding subsidiary will convene the holding subsidiary's board of directors (or executive director) in accordance with legal procedures to study and implement it.
Article 22 The directors, supervisors or senior managers appointed by the company to each holding subsidiary shall be decided by the general manager of the company, and shall be elected or appointed by the shareholders' meeting or the board of directors (or executive director) of the holding subsidiary in accordance with the law. Directors, supervisors or senior managers of controlled subsidiaries have the following responsibilities:
(1) Exercise the rights of directors, supervisors or senior managers in accordance with the law and assume the responsibilities of directors, supervisors or senior managers;
(2) Supervise the holding subsidiaries to abide by relevant national laws and regulations, operate in accordance with the law, and operate in a standardized manner;
(3) Coordinate relevant work between the company and its holding subsidiaries to ensure the implementation of the company’s development strategy and resolutions of the board of directors and shareholders’ meeting;
(4) Report to the company on a regular basis or upon the company’s request the production and operation status of the holding subsidiary, be loyal, diligent, and conscientious, and effectively protect the company’s interests in the holding subsidiary from infringement;
(5) Before a controlled subsidiary holds a board of directors or shareholders' meeting, the company's appointed directors, supervisors or senior managers must report to the company in advance, and report relevant matters to the company's general manager, board of directors or shareholders' meeting for review and approval in strict accordance with the authorization regulations; after review or approval, the controlled subsidiary will convene a board of directors or shareholders' meeting in accordance with legal procedures, and the company's authorized shareholder representatives or appointed directors will vote in accordance with the company's opinions.
(6) According to the provisions of Article 18 of this system, report to the secretary of the board of directors on the day when you become aware of major events, and cooperate with the secretary of the board of directors in the corresponding information disclosure work.
(7) Undertake other tasks assigned by the company.
Article 23 Directors, supervisors or senior managers of a holding subsidiary shall strictly abide by laws, administrative regulations and the articles of association of the holding subsidiary, and shall have a duty of loyalty and diligence to the company and the holding subsidiary. They shall not use their authority to seek personal gain for themselves, accept bribes or other illegal income, or misappropriate the property of the holding subsidiary. Without the consent of the company, they may not enter into a contract or conduct transactions with the holding subsidiary.
Article 24 The list of middle managers and core personnel of the holding subsidiary and subsequent changes should be reported to the company's human resources department for filing. The holding subsidiaries recruit employees independently in accordance with the Labor Law of the People's Republic of China.
Article 25 The financial director of a holding subsidiary shall be recommended by the company and appointed by the board of directors (or executive director) of the holding subsidiary in accordance with legal procedures.
Chapter 6 Supplementary Provisions
Article 26 If there are no provisions in this system, the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association shall apply.
If any provision of this system conflicts with the provisions of laws, administrative regulations, departmental rules, normative documents and the "Articles of Association" in effect at that time, the provisions of the laws, administrative regulations, departmental rules, normative documents and the "Articles of Association" in effect at that time shall prevail.
Article 27 The terms "above", "below" and "within" used in this system all include the original number, and "beyond", "over" and "exceed" do not include the original number.
Article 28 The company's board of directors is responsible for formulating, interpreting and revising this system.
Article 29 This system will come into effect from the date of review and approval by the company’s shareholders’ meeting, and the same applies to modifications to this system.