[Temporary Announcement] Baibo Biotechnology: Fund Raising Management System
Announcement number: 2025-039 Securities code: 830774 Securities abbreviation: Baibo Biotech Sponsoring broker: Tianfeng Securities
Jinan Baibo Biotechnology Co., Ltd.
Raised funds 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
On December 10, 2025, the company held the 14th meeting of the fourth session of the board of directors. The meeting reviewed and approved the proposal "About the Proposed Revision of the Company's Raised Fund Management System". The voting results were: 5 votes in favor; 0 votes against; and 0 abstentions.
On December 10, 2025, the company held the 13th meeting of the fourth session of the Board of Supervisors. The meeting reviewed and approved the proposal "About the Proposed Revision of the Company's Raised Funds Management System". The voting results were: 3 votes in favor; 0 votes against; and 0 abstentions.
This system still needs to be submitted to the third extraordinary shareholders' meeting in 2025 for review.
2. List the main contents of the system in chapters
Jinan Baibo Biotechnology Co., Ltd.
Raised funds management system
Chapter 1 General Provisions
Article 1 In order to regulate the use and management of funds raised by Jinan Baibo Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), improve the efficiency of the use of raised funds, and protect the rights and interests of investors
Announcement No.: 2025-039 Legitimate rights and interests, in accordance with the provisions of 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 (hereinafter referred to as the "Securities Law") and other laws, regulations, normative documents, and the Articles of Association of Jinan Baibo Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association"), this system is specially formulated based on the actual situation of the company.
Article 2 The term “raised funds” as mentioned in this system refers to the funds raised by a company from investors by issuing stocks and their derivatives and convertible corporate bonds and used for specific purposes, excluding funds raised by listed companies for implementing equity incentive plans.
Article 3 The company's board of directors shall be responsible for establishing, improving and ensuring the effective implementation of this system, so as to ensure the openness, transparency and standardization of the use of raised funds.
Article 4 In principle, the raised funds shall be limited to the company’s main business and related business fields, and shall be used in accordance with the purposes disclosed in the company’s directional issuance instructions and other documents. Any change in the use of raised funds by a company shall be submitted to the shareholders' meeting for review and approval after deliberation by the board of directors, and shall be disclosed in a timely manner in accordance with the requirements of the National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the "equity transfer company"). If an investment project with raised funds is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other enterprises controlled by the company comply with the raised funds management system.
Article 5 The company shall promptly disclose the use of raised funds and fulfill its information disclosure obligations in accordance with the provisions of the Company Law, Securities Law and other laws, regulations and normative documents.
Chapter 2 Storage of Raised Funds
Article 6 The company's board of directors shall approve the establishment of a special account for raised funds (hereinafter referred to as the "special account") and use the special account as a subscription account. The raised funds shall be deposited in the special account and the special account shall be
Announcement Number: 2025-039 Households are not allowed to deposit non-raised funds or use them for other purposes. If a company opens multiple special accounts, the arrangements must be based on the principle that the funds for the same raised fund application project are stored in the same special account.
Article 7 After the issuance and subscription is completed, the company shall sign a three-party supervision agreement with the sponsoring securities dealer and the bank where the raised funds are deposited. After the raised funds are in place, the company should go through capital verification procedures in a timely manner, and an accounting firm that complies with the provisions of the Securities Law will issue a capital verification report. The company should promptly and completely deposit the raised funds in the special account for raised funds.
Chapter 3 Management of Use of Raised Funds
Article 8 The company may use the raised funds after completing the capital verification and signing a three-party supervision agreement on the special account for raised funds; if any of the following circumstances exist, the raised funds may not be used before the registration of new stocks is completed:
(1) The company fails to disclose the latest periodic report within the prescribed period or is expected to be unable to disclose it within the prescribed period;
(2) In the past twelve months, the company or its controlling shareholders and actual controllers have been subject to administrative supervision measures and administrative penalties by the China Securities Regulatory Commission and its dispatched agencies, have been subject to written self-regulatory measures and disciplinary sanctions by the National Equities Exchange and Quotations, have been investigated by the China Securities Regulatory Commission, or have been filed for investigation by judicial authorities due to illegal conduct, etc.;
(3) Other circumstances determined by the National Equities Exchange and Quotations.
Article 9 The company shall use the raised funds strictly in accordance with the purposes disclosed in the issuance documents and implement earmarked funds. When any situation occurs that seriously affects the normal progress of the investment plan of raised funds, the company shall make a timely announcement.
Announcement Number: 2025-039 The company shall not engage in the following behaviors when using raised funds:
(1) Used to hold trading financial assets, other debt investments, or lend to others, entrust financial management and other financial investments;
(2) Invest directly or indirectly in companies whose main business is buying and selling securities;
(3) For transactions in stocks, other derivatives, convertible corporate bonds, etc.;
(4) Use the raised funds for pledge, entrusted loans or other investments that change the purpose of the raised funds in a disguised manner;
(5) Provide the raised funds directly or indirectly to the controlling shareholder, actual controller or their related parties for use; provide convenience for the controlling shareholder, actual controller or their related parties to use the raised funds to invest in projects to obtain improper benefits;
(6) Other behaviors that violate regulations on the management of raised funds.
Article 10 The company shall take measures to ensure the authenticity and fairness of the use of raised funds, prevent the raised funds from being occupied or misappropriated by the controlling shareholder, actual controller or their related parties, and take effective measures to prevent the controlling shareholder, actual controller or their related parties from using the raised funds to invest in projects to obtain improper benefits.
Article 11 When a company invests in projects with raised funds, the capital expenditures must strictly abide by the provisions of relevant systems and undergo approval procedures. For all expenditures on raised funds, the fund utilization department shall first propose a fund use plan, which shall be signed by the head of the department, submitted to the financial director for review, and signed by the general manager before payment can be made. The general manager should conduct approval strictly in accordance with the scope of authorization of the board of directors, the Articles of Association and other provisions. If the approval authority is exceeded, the matter should be reported to the board of directors or shareholders' meeting for approval.
Article 12 When paying for projects using raised funds, the payment amount, payment
Announcement Number: 2025-039 The time, payment method, and payment object are reasonable and legal, and corresponding supporting materials are provided for filing inquiries.
Article 13 Temporarily idle raised funds can be used for cash management, and the products they invest in must meet the following conditions:
(1) It has high security, meets the capital guarantee requirements, and the product issuer can provide capital guarantee commitments;
(2) Good liquidity.
(3) The term of investment products shall not exceed 12 months. Investment products may not be pledged, and the product-specific settlement account (if applicable) may not store non-raised funds or be used for other purposes.
Article 14 The use of idle raised funds to invest in products must be reviewed and approved by the company’s board of directors.
The company shall announce the following content within 2 trading days after the board of directors makes the relevant resolution:
(1) Basic information on the funds raised this time, including the time when the funds are received, the amount and purpose of the funds raised, etc.;
(2) The use, idle status and reasons of the raised funds, whether there is any disguised change in the use of the raised funds and measures to ensure that the normal progress of the raised funds projects will not be affected;
(3) The issuer, type, investment scope, term, quota, income distribution method, estimated annualized rate of return (if any) of the investment product, and the board of directors’ detailed analysis and explanation of the safety and liquidity of the investment product. .
Chapter 4 Change of Use of Raised Funds
Article 15 The funds raised by the company shall be used strictly in accordance with the purposes disclosed in the issuance documents. If the use of funds raised by the company changes, it must be reviewed and approved by the board of directors and then reported to the shareholders' meeting for review.
Announcement number: 2025-039 can only be changed after approval.
Article 16 If a company intends to change the use of raised funds, it shall announce the following within 2 trading days after submitting it to the board of directors for review:
(1) The purpose of the original raised funds and the specific reasons and rationality for the change;
(2) The use of newly raised funds and its impact on the company;
(3) The opinion of the board of supervisors on changing the use of raised funds.
Chapter 5 Management and Supervision of Raised Funds
Article 17 The company's finance department should establish a ledger for the management and use of raised funds.
Article 18 The sponsoring securities firm shall conduct on-site verification at least once a year on the deposit and use of funds raised by the company and issue a verification report.
Article 19 The company's board of directors shall conduct special inspections on the use of raised funds every half year, issue a "Special Report on the Deposit and Actual Use of the Company's Raised Funds", and disclose it when disclosing the annual report and semi-annual report of the listed company.
The board of supervisors should continue to pay attention to the actual management and use of raised funds. The board of supervisors can hire an accounting firm to issue an assurance report on the storage and use of raised funds. The company should actively cooperate and bear the necessary expenses.
Article 20 When the company and its controlling shareholders, actual controllers, directors, supervisors, and senior managers violate this system and cause the company to suffer losses, the company will hold the relevant responsible persons accountable in accordance with relevant regulations.
Chapter 6 Supplementary Provisions
Announcement number: 2025-039
Article 21 If there is any matter not covered by this system or there is a conflict between this system and the relevant laws, regulations, normative documents and the "Articles of Association", the relevant laws, regulations, normative documents and the "Articles of Association" shall apply.
Article 22 The company’s board of directors is responsible for interpreting this system.
Article 23 This system will come into effect upon review and approval by the company’s shareholders’ meeting, and modifications will take effect after approval by the shareholders’ meeting.
Jinan Baibo Biotechnology Co., Ltd. Board of Directors
December 11, 2025