[Temporary Announcement] Chunsheng Pharmaceutical: Foreign Investment Management System
Announcement number: 2025-073
Securities code: 831983 Securities abbreviation: Chunsheng Pharmaceutical Sponsoring broker: Kaiyuan Securities
Sichuan Chunsheng Pharmaceutical Group Co., Ltd. External Investment Management System
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
The 21st meeting of the company's fourth board of directors reviewed and approved the "Proposal on Amending the "Foreign Investment Management System". The voting results of the proposal were: 5 votes in favor, 0 votes against, and 0 abstentions. The proposal still needs to be submitted to the seventh extraordinary shareholders' meeting in 2025 for review.
2. List the main contents of the system in chapters
Sichuan Chunsheng Pharmaceutical Group Co., Ltd.
Foreign investment management system
Chapter 1 General Provisions
Article 1 In order to strengthen the internal control of the external investment activities of Sichuan Chunsheng Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), standardize external investment behavior, prevent external investment risks, ensure the safety of external investment, and improve the efficiency of external investment, according to the "Company Law of the People's Republic of China" This system is formulated in accordance with relevant laws, regulations, normative documents such as the "Governance Rules for Companies Listed on the National Equities Exchange and Quotations" and the "Articles of Association of Sichuan Chunsheng Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), and based on the actual situation of the company.
Article 2 The term "foreign investment" as mentioned in this system refers to the company's strategy of expanding the scale of production and operation and the purpose of obtaining long-term profits, in which cash, physical objects, intangible assets and other available resources are valued and invested, and various forms of external investment activities are carried out, including investment in new wholly-owned subsidiaries, additional investment in subsidiaries, joint ventures, joint ventures, mergers with other units, or equity acquisitions, transfers, increases and decreases in project capital, and equity
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stocks, futures venture capital, as well as entrusted financial management, entrusted loans, etc.
Article 3 All external investment activities of the company must comply with relevant national laws and regulations and industrial policies, be consistent with the company's long-term development plan and development strategy, be conducive to expanding the main business, expand reproduction, be conducive to the company's sustainable development, have expected investment returns, and be conducive to improving the company's overall economic interests.
Article 4 In principle, the company’s external investment shall be centralized by the company’s headquarters. If a subsidiary really needs to make external investment, it must obtain the company’s approval in advance before proceeding. The company guides, supervises and manages the investment activities of its subsidiaries with reference to this system.
Subsidiaries as mentioned in these Measures refer to wholly-owned subsidiaries, holding subsidiaries and joint-stock companies over which the company has actual control.
Article 5 A company’s foreign investment shall follow the following principles:
(1) Comply with national industrial policies and the company’s business purposes;
(2) It is conducive to accelerating the company’s sustainable and coordinated development and improving its core competitiveness and overall strength;
(3) It is conducive to promoting the effective allocation of resources, improving asset quality, preventing operating risks, increasing investment returns, and safeguarding shareholder rights;
(4) Standardize, institutionalize and scientificize, and consult external agencies or experts when necessary.
Chapter 2 Investment Decision
Article 6 The company’s shareholders’ meeting and board of directors shall make decisions on the company’s external investments in accordance with the Company’s Articles of Association and the scope of authority and procedures determined by this system.
(1) The shareholders’ meeting has the right to decide on the following major investment matters:
The total assets or transaction amount involved in the transaction account for more than 50% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;
The relevant operating income of the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 30 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 the absolute amount exceeds 3 million yuan;
The net assets or transaction amount involved in the transaction account for more than 50% of the absolute value of the company's latest audited net assets, and the absolute amount exceeds 30 million yuan;
The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 3 million yuan.
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If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation.
(2) The board of directors has the right to decide on other external investment matters that must be reviewed and approved by the shareholders' meeting.
(3) If the external investment is a related-party transaction, it shall be implemented in accordance with the company's decision-making authority on related-party transactions.
(4) When subsidiaries make external investments, in addition to complying with this system, they must also implement other relevant company regulations.
If the company entrusts financial management on a rolling basis for 12 consecutive months, the highest balance during the period shall be the transaction amount, and the above regulations shall apply. Unless otherwise provided for in entrusted financial management and related rules, when a company makes external investments related to the target, the above provisions shall be applied based on the principle of cumulative calculation within 12 consecutive months. Those that have fulfilled relevant obligations will no longer be included in the relevant cumulative calculation range.
If the above matters involve other laws, administrative regulations, departmental rules, normative documents or other provisions in the Articles of Association, such provisions shall prevail.
Article 7 Before the shareholders' meeting and the board of directors decide on external investment matters, the relevant departments of the company shall provide the feasibility study report and relevant information of the proposed investment project to the board of directors and the shareholders' meeting step by step according to the project situation to facilitate their decision-making.
Article 8 When a company engages in securities investment or entrusted financial management, the company's board of directors and shareholders' meeting shall make decisions carefully, follow the principles of legality, prudence, safety and effectiveness, formulate strict reporting systems and monitoring measures, and determine the investment scale and term based on the company's risk tolerance.
Article 9 When a company conducts entrusted financial management, it should select a qualified professional financial management institution with good credit standing, financial status, no bad integrity records and strong profitability as the trustee, and sign a written contract with the trustee to clearly define the amount, period, investment types, rights, obligations and legal responsibilities of both parties, etc. The company's board of directors should assign a dedicated person to track the progress and safety status of the entrusted financial management funds, and require him or her to report in a timely manner when any abnormality occurs, so that the board of directors can immediately take effective measures to recover the funds and avoid or reduce the company's losses.
Chapter 3 Organizational and Management Institutions for Foreign Investment
Article 10 The company’s shareholders’ meeting and 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 their scope of authority. No other department or individual has the right to make decisions on external investment.
Article 11 The general manager of the company is the main person responsible for the implementation of the company’s external investment and is mainly responsible for the new
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Collect, organize and conduct preliminary evaluation of information on investment projects and put forward investment recommendations.
Article 12 The Office of the Secretary of the Company’s Board of Directors is the department responsible for external investment management and conducts feasibility studies and evaluations of the Company’s external investment projects.
The main responsibilities of the Board Secretary’s Office during evaluation include:
(1) Before establishing a project, first of all, the scale and scope of the company's current business development, external investment projects, industries, time, and expected investment returns should be fully considered; secondly, the investment projects should be investigated and relevant information collected; finally, the collected information should be analyzed, discussed, and investment suggestions put forward, and submitted to the company's board of directors for project approval and filing.
(2) After the project is approved, it is responsible for establishing an investment project evaluation team to conduct feasibility analysis and evaluation of the approved investment project, and at the same time, hire qualified intermediaries to participate in the evaluation as necessary. During the assessment, various national regulations on foreign investment should be fully considered and ensure compliance with the company's internal rules and regulations, so that all foreign investment activities can be carried out under legal procedures.
Article 13 The company’s financial department is responsible for the financial management and compliance review of external investments. After the company's external investment project is determined, the company's financial department is responsible for raising funds, cooperating with relevant parties to handle procedures such as investment, industrial and commercial registration, tax registration, bank account opening, etc., and implementing strict borrowing, approval and payment systems.
Article 14 The Office of the Secretary of the Company’s Board of Directors shall conduct daily management of the Company’s long-term equity investments and shall be responsible for the supervision of the Company’s external investment projects. Designate a designated person to be responsible for the safekeeping of various resolutions, contracts, agreements, and foreign investment equity certificates formed during the investment process, and establish detailed file records. Unauthorized personnel are not allowed to access certificates of entitlement.
Chapter 4 Execution Control
Article 15 The company should conduct market research and analysis on the project to be invested, analyze and demonstrate the feasibility of the project, listen extensively to the opinions and suggestions of experts and relevant departments and personnel, and focus on several key indicators for external investment decisions, such as cash flow, time value of money, investment risks, etc. Select the optimal investment plan after fully considering the project investment risks, expected investment returns, and weighing the pros and cons of all aspects.
Article 16 After the company's shareholders' meeting and board of directors pass the implementation plan of the external investment project, the time, amount, method of investment, responsible personnel, etc. shall be specified. Changes in the implementation plan of external investment projects must be reviewed and approved by the company’s shareholders’ meeting and board of directors.
Article 17 After an external investment project is approved, the authorized departments or personnel shall implement the external investment plan specifically, sign contracts and agreements with the invested units, and implement specific operational activities for property transfer. in
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Before signing an investment contract or agreement, no investment funds shall be paid or investment assets transferred; after the investment is completed, an investment certificate or other valid certificate issued by the investee shall be obtained.
Article 18 If a company uses physical or intangible assets to make external investments, its assets must be evaluated by an asset evaluation agency with relevant qualifications, and the evaluation results must be resolved by the company's shareholders' meeting and board of directors before making external investments.
Article 19 After the company's investment project is implemented, it shall dispatch property rights representatives to the invested enterprise as needed, such as shareholder representatives, directors, supervisors, financial directors or other senior managers, in order to track and manage the investment project and grasp the financial status and operating conditions of the invested unit in a timely manner. If any abnormal situation is discovered, it shall be reported to the chairman or general manager in a timely manner and corresponding measures shall be taken.
Article 20 The company's financial department shall strengthen the control of external investment income. Interest, dividends and other income obtained from external investment shall be included in the company's accounting system, and the establishment of off-book accounts is strictly prohibited.
Article 21 On the basis of setting up the external investment general ledger, the company's financial department shall also set up external investment detailed accounts according to the type and time of the external investment business, and check the relevant investment accounts with the invested units regularly and irregularly to ensure the accuracy of the investment business records and the safety and integrity of the external investment.
Article 22 The office of the secretary of the company's board of directors shall strengthen the management of relevant external investment files and ensure the safety and integrity of various resolutions, contracts, agreements, certificates of equity and interests in external investment and other documents.
Chapter 5 Investment Disposal
Article 23 The company should strengthen the control over the asset disposal of investment projects. The recovery, transfer, write-off, etc. of investment projects must be in accordance with the amount limits stipulated in this system and relevant systems, and can only be implemented after passing the resolution of the company's shareholders' meeting and board of directors.
Article 24 The company may withdraw its external investment when one of the following circumstances occurs or occurs:
(1) In accordance with the provisions of the Articles of Association, the operation period of the investment project (enterprise) expires;
(2) Due to poor management of the investment project (enterprise), the investment project (enterprise) is unable to repay its due debts and is subject to bankruptcy in accordance with the law;
(3) The project (enterprise) is unable to continue operating due to force majeure;
(4) When other circumstances stipulate in the contract that the investment is terminated appear or occur;
(5) Other circumstances deemed necessary by the company.
Article 25 When a company's investment project is terminated, a comprehensive inventory of the properties, claims, debts, etc. of the invested unit shall be carried out in accordance with the relevant national regulations on enterprise liquidation; during the liquidation process, attention shall be paid to whether there is any evasion and transfer of funds, private or disguised private division of assets, and arbitrary bonuses and subsidies; after the liquidation is completed,
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Attention should be paid to whether various assets and claims have been recovered in a timely manner and the accounting procedures have been completed.
Article 26 When a company writes off an external investment, it shall obtain legal documents and certification documents stating that the investment cannot be recovered due to bankruptcy or other reasons.
Article 27 A company may transfer its external investment when one of the following circumstances occurs or occurs:
(1) The sustainable development of the investment project has obviously deviated greatly from the company’s business direction;
(2) The investment project has suffered continuous losses and there is no hope of turning the losses around and there is no market prospect;
(3) When there is an urgent need to supplement funds due to insufficient operating funds;
(4) Other circumstances deemed necessary by the company.
Article 28 The company's finance department shall carefully review the approval documents, meeting minutes, asset recovery lists and other relevant materials related to the disposal of external investment assets, and promptly conduct accounting treatments for the disposal of external investment assets in accordance with regulations to ensure that the asset disposal is true and legal and prevent the loss of the company's assets.
Article 29 The approval authority for investment disposal shall be subject to the approval authority for external investment.
Chapter 6 Tracking and Supervision
Article 30 After the company's investment projects are implemented, the office of the secretary of the company's board of directors will follow up and evaluate the investment results. The Office of the Secretary of the Company's Board of Directors shall report the implementation status of the project in writing to the Company's Board of Directors at least once a year within three years after the project is implemented, including but not limited to: whether the investment direction is correct, whether the investment amount is in place and consistent with the budget, whether the equity ratio has changed, whether the investment environment policy has changed, whether there are major differences with the feasibility study report, etc.; and provide relevant disposal opinions to the Company's Board of Directors based on the problems discovered or operating abnormalities.
Article 31 The company’s board of supervisors shall exercise the power of supervision and inspection of external investment activities.
Chapter 7 Information Disclosure
Article 32 The company's external investment activities shall strictly comply with the information disclosure obligations in accordance with the "Governance Rules" and other relevant laws and regulations, as well as the "Articles of Association" and other provisions.
Article 33 The company’s directors, supervisors, senior managers and personnel who learn about the company’s external investment activities due to work relationships have the obligation to keep confidential the information before it is publicly disclosed. For those who disclose information on the company's external investment activities without authorization or other persons who learn the information, the company's board of directors will hold the relevant personnel accountable and impose penalties based on the seriousness of the case and the losses and impact caused to the company.
Article 34 The secretary of the board of directors is responsible for the announcement of the company’s undisclosed external investment information. Other directors
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Directors, supervisors, senior managers and relevant insiders shall not release any undisclosed investment information of the company to the outside world without the written authorization of the board of directors.
Article 35 All relevant departments and subsidiaries of the company should strictly implement the company's "Information Disclosure Management System" and other relevant regulations and perform the basic obligations of information disclosure.
Chapter 8 Supplementary Provisions
Article 36 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, rules, normative documents, business rules of the National Equities Exchange and Quotations System, the Articles of Association and other relevant provisions. If this system conflicts with relevant national laws, regulations, rules, normative documents, business rules of the National Equity Transfer System, the Articles of Association and other relevant provisions, the aforementioned relevant provisions shall prevail.
Article 37 This system will take effect and be implemented from the date it is reviewed and approved by the company’s shareholders’ meeting.
Article 38 The right to interpret and amend this system belongs to the company’s board of directors.
Board of Directors of Sichuan Chunsheng Pharmaceutical Group Co., Ltd.
December 15, 2025