Tuoxin Pharmaceutical: Code of Conduct for Controlling Shareholders and Actual Controllers
Tuoxin Pharmaceutical Group Co., Ltd. Code of Conduct for Controlling Shareholders and Actual Controllers
Tuoxin Pharmaceutical Group Co., Ltd.
Code of Conduct for Controlling Shareholders and Actual Controllers
Chapter 1 General Principles
Article 1 In order to further regulate the behavior of the controlling shareholders and actual controllers of Tuoxin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), improve the corporate governance structure, and ensure the company's standardized and healthy development, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Guidelines for the Governance of Listed Companies", The Rules for the Listing of Stocks on the GEM of the Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange's Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" (hereinafter referred to as the "Standardized Operation Guidelines") and other relevant laws, regulations and rules, as well as relevant provisions of the Articles of Association of Tuoxin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), are formulated based on the actual situation of the company.
Article 2 The meanings of "controlling shareholder" and "actual controller" as used in these regulations are determined in accordance with the company's articles of association.
Article 3 The actions of the following entities are deemed to be the actions of controlling shareholders and actual controllers, and the relevant provisions of this Code shall apply:
(1) Legal persons and unincorporated organizations directly or indirectly controlled by controlling shareholders and actual controllers (excluding companies and company-controlled subsidiaries);
(2) If the controlling shareholder or actual controller is a natural person, his/her spouse, parents, and children;
(3) Other entities recognized by the Shenzhen Stock Exchange.
Article 4 The relevant provisions of this Code shall apply to the actions taken by the controlling shareholders and actual controllers against the company's subsidiaries.
Article 5 Controlling shareholders and actual controllers shall abide by laws and regulations, the Listing Rules, Standardized Operation Guidelines, other relevant provisions of the stock exchange and the company's articles of association, exercise shareholder rights in accordance with the law, and shall not abuse shareholder rights to harm the interests of the company and other shareholders. Controlling shareholders and actual controllers have fiduciary obligations towards the company and other shareholders. Code of Conduct for Controlling Shareholders and Actual Controllers of Tuoxin Pharmaceutical Group Co., Ltd. Controlling shareholders shall exercise shareholder rights and perform shareholder obligations in accordance with the law. Controlling shareholders or actual controllers abuse their control position or use related relationships to harm the legitimate rights and interests of the company and other shareholders, and shall not use their control position over the company to seek illegal benefits. If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of the company's articles of association regarding directors' duties of loyalty and diligence shall apply.
Chapter 2 Independence
Article 6 Controlling shareholders and actual controllers shall establish a system to clarify the decision-making procedures for major matters of the company and specific measures to ensure the company's independence, and establish the responsibilities, authorities and accountability mechanism of relevant personnel in engaging in company-related work.
Article 7 Controlling shareholders and actual controllers shall maintain the integrity of the company's assets and shall not infringe upon the company's rights to possess, use, benefit from and dispose of its legal person property.
(1) The controlling shareholder and actual controller shall promptly handle the transfer procedures for assets invested or transferred to the company in accordance with legal provisions and contractual agreements;
(2) Controlling shareholders and actual controllers shall not affect the integrity of the company’s assets through the following methods:
Share major machinery and equipment, factories, patents, non-patented technologies, etc. with the company;
Share raw material procurement and product sales systems with the company;
Relevant laws and regulations and other circumstances determined by the Shenzhen Stock Exchange.
Article 8 Controlling shareholders and actual controllers shall ensure the independence of company personnel and shall not affect the independence of company personnel through the following methods:
(1) Influence the appointment and removal of company personnel by exercising other laws and regulations such as proposal rights and voting rights, the relevant provisions of the Shenzhen Stock Exchange and the shareholders’ rights stipulated in the company’s articles of association, and restrict the company’s directors, senior managers and other personnel serving in the company from performing their duties;
(2) Appoint senior managers of the company to hold other administrative positions other than directors and supervisors in the controlling shareholder or the enterprises controlled by it;
(3) Pay salaries or other remuneration to the company’s senior managers;
Tuoxin Pharmaceutical Group Co., Ltd. Code of Conduct for Controlling Shareholders and Actual Controllers
(4) Requesting company personnel to provide services for free;
(5) Instructing the company’s directors, senior managers and other personnel serving in the company to make decisions or conduct that harms the interests of the company;
(6) Other circumstances determined by laws, regulations and Shenzhen Stock Exchange.
Article 9 The controlling shareholder and actual controller shall ensure the financial independence of the company and shall not affect the financial independence of the company through the following methods:
(1) Sharing a bank account with the company or borrowing the company’s bank account or other financial account, and depositing the company’s funds in any way into accounts controlled by the controlling shareholder, actual controller and their affiliates;
(2) Occupying company funds for non-operational purposes through various means;
(3) Requiring companies to provide guarantees in violation of laws and regulations;
(4) Incorporate the company's financial accounting system into the management system of the controlling shareholder and actual controller. For example, the financial accounting system is shared or the controlling shareholder and actual controller can directly query the company's operating conditions, financial status and other information through the financial accounting system;
(5) Relevant laws and regulations and other circumstances determined by the Shenzhen Stock Exchange.
Article 10 If the controlling shareholder or actual controller provides daily financial services to the company through its subordinate financial company (hereinafter referred to as the "financial company"), it shall, in accordance with the provisions of laws and regulations, urge the financial company and relevant parties to cooperate with the company in fulfilling the decision-making procedures and information disclosure obligations of related transactions, supervise the standardized operation of the financial company, ensure the safety of the company's funds stored in the financial company, and shall not use its dominant position to force the company to accept services from the financial company.
Article 11 Controlling shareholders and actual controllers shall maintain the independence of the company's institutions, support the independent operations of the company's board of directors and its special committees, business operating departments or other institutions and their personnel, and shall not interfere with the establishment, adjustment or cancellation of the company's institutions by exercising proposal rights, voting rights and other relevant laws and regulations and shareholder rights stipulated in the company's articles of association, or restrict or exert other improper influence on the exercise of powers of the company's board of directors, its special committees, other institutions and their personnel.
Article 12 Controlling shareholders, actual controllers and other enterprises controlled by them shall not affect the company's business independence through the following methods:
Tuoxin Pharmaceutical Group Co., Ltd. Code of Conduct for Controlling Shareholders and Actual Controllers
(1) Engage in horizontal competition that has a significant adverse impact on the company;
(2) Requiring the company to engage in unfair related-party transactions with it;
(3) Requiring the company to provide goods, services or other assets for free or on obviously unfair terms;
(4) Relevant laws and regulations and other circumstances determined by the Shenzhen Stock Exchange.
Article 13 Controlling shareholders and actual controllers shall not use their control position over the company to seek business opportunities belonging to the company.
Article 14 Controlling shareholders and actual controllers shall maintain the company's independent decision-making in production and operation, internal management, external investment, external guarantees, etc., support and cooperate with the company in performing internal decision-making procedures on major matters in accordance with the law, and participate in the company's decision-making on major matters through shareholders' meetings in accordance with the law by exercising proposal rights, voting rights and other relevant laws and regulations as well as shareholder rights stipulated in the company's articles of association.
Article 15 Controlling shareholders, actual controllers and their affiliates shall not appropriate company funds in the following ways:
(1) Require the company to advance and bear wages, benefits, insurance, advertising and other expenses, costs and other expenses;
(2) Require the company to repay debts on its behalf;
(3) Requiring the company to lend funds to it for use, paid or free, directly or indirectly;
(4) Requiring the company to provide it with entrusted loans through banks or non-bank financial institutions;
(5) Requesting the company to entrust it with investment activities;
(6) Requiring the company to issue a commercial acceptance bill without a real transaction background or requiring the company to provide funds to it in other ways without consideration for goods and services or when the consideration is obviously unfair;
(7) Failure to repay debts incurred by the company in a timely manner as a guarantee;
(8) Requiring the company to provide funds to it through current funds without commercial substance;
(9) The occupation of funds due to transaction matters is not resolved within the prescribed or promised period; Tuoxin Pharmaceutical Group Co., Ltd. Code of Conduct for Controlling Shareholders and Actual Controllers
(10) Other circumstances determined by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Controlling shareholders and actual controllers are not allowed to occupy company funds in the form of "occupation during the period and return at the end of the period" or "small amounts and multiple batches".
Article 16 Transactions between controlling shareholders, actual controllers, and the company shall follow the principles of equality, voluntariness, equal value, and compensation. The independent decision-making of the company shall not be affected in any way, and the legitimate rights and interests of the company and small and medium-sized shareholders shall not be damaged through fraud, false statements, or other improper behaviors.
Article 17 When a controlling shareholder or actual controller has a related transaction with the company, it shall abide by the principles of procedural fairness and substantive fairness of the related transaction, and sign a written agreement, which shall not cause the company to convey its interests or waste the company's resources.
Chapter 3 Information Disclosure
Article 18 Controlling shareholders and actual controllers shall perform information disclosure obligations in strict accordance with relevant regulations and ensure that the disclosed information is timely, fair, true, accurate and complete, and shall not contain false records, misleading statements or major omissions.
Article 19 Controlling shareholders and actual controllers shall establish an information disclosure management system and specify at least the following contents in the relevant systems:
(1) The scope of material information involving the company;
(2) Reporting process for undisclosed major information;
(3) Insider information insider registration system;
(4) Failure to disclose confidentiality measures for major information;
(5) The process for releasing information to the outside world;
(6) Procedures for cooperating with the company’s information disclosure work;
(7) Responsibilities and authorities of relevant personnel in information disclosure matters;
(8) Other information disclosure management systems.
Article 20 Unless otherwise provided by laws and regulations, controlling shareholders and actual controllers shall not transfer directly to New Pharmaceutical Group Co., Ltd. Code of Conduct for Controlling Shareholders and Actual Controllers
Obtain the company's undisclosed material information by reading, requesting the company to report to it, etc.
Article 21 Controlling shareholders and actual controllers shall designate relevant departments and personnel to be responsible for information disclosure, and promptly inform the company of the contact information of relevant departments and personnel.
Article 22 Controlling shareholders and actual controllers shall take strict confidentiality measures regarding undisclosed major information involving the company. For important information that needs to be disclosed, the company must be notified immediately and fairly disclosed to the outside world through the company, and must not be leaked. Once a leak occurs, the company should be notified immediately and the company should be urged to make an announcement immediately.
Article 23 If reports or rumors appear in the media related to the controlling shareholder or actual controller, and may have a greater impact on the trading price of the company's stocks and its derivatives, the controlling shareholder or actual controller shall take the initiative to understand the true situation, promptly inform the company of relevant information and respond to the company's inquiries, and ensure that the information and materials provided are true, accurate, and complete, and cooperate with the company in fulfilling its information disclosure obligations. Controlling shareholders, actual controllers and their relevant personnel shall not provide or disseminate undisclosed material information or false information related to the company, or make misleading statements when accepting media interviews and investor surveys, or communicating with other institutions and individuals.
Article 24 If any of the following circumstances occurs to the controlling shareholder or actual controller, the controlling shareholder or actual controller shall notify the company in writing on the day the event occurs and cooperate with the company’s information disclosure work:
(1) More than 5% of the company's shares held are pledged, frozen, judicially auctioned, placed in custody or set up as a trust, or the voting rights are restricted in accordance with the law, or there is a risk of forced transfer;
(2) Entering bankruptcy, dissolution, etc. procedures due to deterioration in business conditions;
(3) The situation of holding shares or controlling the company has changed or is expected to change significantly, and the situation of the actual controller and other companies controlled by him engaged in the same or similar business as the company has changed significantly;
(4) The court rules prohibiting the transfer of its shares;
(5) Plans to carry out major asset, debt reorganization or business reorganization of the company;
(6) Subject to criminal penalties, suspected of violating laws and regulations and being investigated by the China Securities Regulatory Commission, or subject to administrative penalties by the China Securities Regulatory Commission, or subject to major administrative penalties by other competent authorities;
(7) There are reports or rumors related to the controlling shareholder and actual controller, which may have a greater impact on the company’s stock and the trading prices of derivatives of Tuoxin Pharmaceutical Group Co., Ltd.’s Code of Conduct for Controlling Shareholders and Actual Controllers;
(8) Suspected of serious violations of disciplines and laws or official crimes, detention measures taken by the disciplinary inspection and supervision agencies and affecting the performance of duties;
(9) Coercive measures are taken for suspected crimes;
(10) Other situations that may have a greater impact on the trading prices of the company’s stocks and their derivatives.
If there is any significant progress or change in the events mentioned in the preceding paragraph, the controlling shareholder or actual controller shall immediately inform the company of the progress or change and the possible impact, report it to the Shenzhen Stock Exchange and disclose it.
If the actual controller and other enterprises it controls enter into horizontal competition with the company or the horizontal competition situation changes significantly, they should explain whether there is a significant adverse impact on the company and the proposed solutions.
If the company is unable to contact the actual controller, or learns that the relevant shareholders or actual controllers have the circumstances mentioned in paragraph 1 of this article, it shall report to the Shenzhen Stock Exchange in a timely manner and disclose it.
Article 25 Controlling shareholders and actual controllers should try their best to maintain the stability of the company's equity structure and operations, and when pledging the company's shares, they should fully consider the impact on the company's control rights and the stability of production and operations. If a company's controlling shareholder encounters overdue debt or other credit deterioration, it shall promptly disclose the relevant situation and the impact on the stability of the company's control.
Article 26 If any of the following circumstances occurs before a company acquisition, changes in relevant equity interests in relevant shares, major asset or debt restructuring, or other relevant information is disclosed in accordance with the law, the controlling shareholder or actual controller shall immediately notify the company in writing to issue a reminder announcement to disclose the planning status and existing facts regarding the acquisition, changes in relevant equity interests in relevant shares, major asset or debt restructuring, etc.:
(1) Relevant information has been leaked or rumors about the matter have appeared in the market;
(2) Abnormal fluctuations occur in the company’s stock and its derivatives transactions;
(3) The relevant shareholders or actual controllers anticipate that it will be difficult to keep the relevant information confidential;
(4) Other circumstances determined by the Shenzhen Stock Exchange.
Article 27 When controlling shareholders and actual controllers require the company to provide undisclosed information such as external investment, financial budget data, financial final accounts data, etc. in order to perform their statutory duties, they shall be prepared to act as insiders of inside information Tuoxin Pharmaceutical Group Co., Ltd. Controlling Shareholders and Actual Controllers Code of Conduct
registration and filing work, and assume confidentiality obligations.
If the controlling shareholder or actual controller is unable to complete the registration and confidentiality work specified in the preceding paragraph, the company should be urged to disclose the information while providing information in accordance with the principle of fair disclosure.
Article 28 Except as provided in the preceding article, controlling shareholders and actual controllers are not allowed to call or consult the company's undisclosed financial, business and other information.
Article 29 Controlling shareholders and actual controllers shall provide the company with basic information about the actual controller and persons acting in concert, and cooperate with the company in disclosing the equity and control relationships between the company and the actual controller step by step. If a company is jointly controlled through investment relationships, agreements or other arrangements, in addition to providing information as prescribed in the preceding paragraph, the company must also be notified in writing of the method and content of joint control, and the company shall disclose it.
Controlling shareholders and actual controllers who own the company's equity through entrustment or trust shall promptly inform the company in writing of the principal's status, the entrustment or trust contract and other asset management arrangements, and cooperate with the company in fulfilling its information disclosure obligations.
If a contractual fund, trust plan or asset management plan becomes the company's controlling shareholder or actual controller, in addition to fulfilling the obligations stipulated in paragraph 3, it must also disclose it to the final investors in the equity change document.
Article 30 Controlling shareholders and actual controllers shall not provide or disseminate undisclosed material information related to the company or provide or disseminate false information or make misleading statements when accepting media interviews and investor surveys or communicating with other institutions and individuals.
Article 31 Controlling shareholders, actual controllers and relevant personnel shall keep confidential the undisclosed major information of the company that they know for various reasons, and shall not disclose or leak the information, or use the information to seek benefits.
Chapter 4 Share Transactions and Transfer of Control Rights
Article 32 Controlling shareholders, actual controllers and persons acting in concert shall abide by the provisions of laws and regulations and abide by relevant statements and commitments when buying and selling company shares through securities trading on the Shenzhen Stock Exchange. They shall not use other people's accounts or provide funds to others to buy or sell company shares.
Article 33 When buying and selling company shares, controlling shareholders, actual controllers and persons acting in concert shall strictly perform the approval procedures and information disclosure obligations in accordance with the "Measures for the Administration of Acquisitions of Listed Companies" and other relevant regulations, and shall not circumvent the approval procedures and information disclosure obligations in any way.
Article 34 Controlling shareholders and actual controllers shall maintain stable control rights. If it is truly necessary to transfer the company's equity, resulting in a change in control, the transaction must be ensured to be fair, equitable, reasonable, and feasible. The transfer of control shall not be used to speculate on the stock price, and the legitimate rights and interests of the company and other shareholders shall not be harmed.
If a controlling shareholder or actual controller pledges the company shares held or actually controlled by them, they shall maintain control of the company and the stability of production and operations.
Article 35 Before a controlling shareholder or actual controller transfers control of a company, he or she shall conduct a reasonable investigation into the proposed transferee's qualifications, integrity, intention to transfer, ability to perform, and whether there are circumstances prohibiting the transfer of control, to ensure fairness and reasonableness, and not to damage the legitimate rights and interests of the company and other shareholders.
Article 36 If the following circumstances exist before the controlling shareholder or actual controller transfers control, they shall be resolved:
(1) The debt owed to the company has not been paid off or the guarantee provided by the company has not been released;
(2) The commitments made to the company or other shareholders have not been fulfilled;
(3) Other matters that have a significant adverse impact on the interests of the company or small and medium-sized shareholders.
The proceeds from the transfer of shares by the aforementioned entities can be transferred if they are used to return the shares to the company or to release the guarantee provided by the company.
Article 37 When a controlling shareholder or actual controller transfers control of a company, attention should be paid to coordinating the replacement of new and old shareholders and ensuring a smooth transition of the company's board of directors and management.
Article 38 If a company may be forced to delist due to major violations of laws stipulated in the Listing Rules, the company's controlling shareholders, persons acting in concert, and actual controllers shall not reduce their shares in the company from the date of the relevant advance notification of administrative penalties or the issuance of judicial decisions until any of the following circumstances occurs:
(1) The company’s shares are terminated and delisted;
(2) The company has received relevant administrative penalty decisions or effective judicial rulings from the People's Court, indicating that the company has not been forced to delist due to major violations of the law.
Chapter 5 Commitments and Obligations
Tuoxin Pharmaceutical Group Co., Ltd. Code of Conduct for Controlling Shareholders and Actual Controllers
Article 39 Controlling shareholders and actual controllers have fiduciary obligations towards the company and other shareholders. Controlling shareholders shall exercise shareholder rights and perform shareholder obligations in accordance with the law. Controlling shareholders and actual controllers shall not use their control power to harm the legitimate rights and interests of the company and other shareholders, shall not use their control position over the company to seek illegal benefits, and shall perform the following obligations:
(1) Comply with and urge the company to comply with national laws, administrative regulations, departmental rules, normative documents, these rules and other relevant regulations of the Shenzhen Stock Exchange, and the company's articles of association, and accept the supervision of the Shenzhen Stock Exchange;
(2) Exercise shareholder rights in accordance with the law, and not abuse control rights or use affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;
(3) Strictly implement the public statements and commitments made and not change or cancel without authorization;
(4) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(5) Company funds shall not be appropriated in any way;
(6) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
(7) Not to use the company's undisclosed major information to seek profits, not to leak the company's undisclosed major information in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(8) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(9) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(10) Other obligations that Shenzhen Stock Exchange deems necessary to be performed.
Article 40 The controlling shareholder and actual controller shall sign the "Controlling Shareholder and Actual Controller's Statement and Commitment" and declare in the "Controlling Shareholder and Actual Controller's Statement and Commitment":
(1) Direct and indirect holdings of company stocks;
(2) Whether there has been any investigation or punishment for violating laws, administrative regulations, departmental rules, normative documents, the "Listing Rules", the Code of Conduct for Controlling Shareholders and Actual Controllers of Tuoxin Pharmaceutical Group Co., Ltd., and other relevant regulations;
(3) Basic information of related parties;
(4) Other circumstances that the Shenzhen Stock Exchange deems should be explained.
Article 41 The controlling shareholder and actual controller shall perform the following duties and make commitments in the "Controlling Shareholder and Actual Controller's Statement and Commitment":
(1) Comply with and promote the company to comply with laws and regulations;
(2) Comply with and urge the company to comply with the "Listing Rules", "Guidelines for Standardized Operations" and other relevant regulations, and accept the supervision of the Shenzhen Stock Exchange;
(3) Comply with and urge the company to comply with the company's articles of association;
(4) Exercise shareholder rights in accordance with the law and not abuse control rights to harm the interests of the company or other shareholders;
(5) Strictly implement the public statements and commitments made and not change or cancel without authorization;
(6) Fulfill information disclosure obligations in strict accordance with relevant regulations;
(7) Other responsibilities that Shenzhen Stock Exchange deems should be performed and other commitments that should be made.
Article 42 The controlling shareholder and actual controller shall make a clear commitment that if the controlling shareholder, actual controller and their affiliates occupy the company's funds and require the company to provide guarantees in violation of laws and regulations, they will not transfer the company shares they hold or control until all the occupied funds are returned and all illegal guarantees are released, except where the funds obtained from the transfer of the company shares held and controlled are used to repay the occupied funds and release the illegal guarantees.
Chapter 6 Supplementary Provisions
Article 43 Any matters not covered by this Code or that conflict with relevant provisions shall be governed by relevant national laws, regulations, normative documents, company articles of association and other relevant provisions.
Article 44 The Board of Directors is responsible for the interpretation of this Code.
Article 45 This Code will become effective and implemented after being reviewed and approved by the shareholders' meeting.
Tuoxin Pharmaceutical Group Co., Ltd.
August 2025