[Temporary announcement] Jiren Pharmaceutical: Raised funds management system (applicable after listing on Beijing Stock Exchange)
Announcement number: 2025-033 Securities code: 874919 Securities abbreviation: Jiren Pharmaceutical Sponsoring broker: Guojin Securities
Anhui Jiren Pharmaceutical Co., Ltd. raised funds management system
(Applicable after listing on Beijing Stock Exchange)
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
This system was reviewed and approved at the sixth meeting of the company's second board of directors held on October 24, 2025, and still needs to be submitted to the shareholders' meeting for review.
2. List the main contents of the system in chapters
Anhui Jiren Pharmaceutical Co., Ltd.
Raised funds management system (applicable after listing on Beijing Stock Exchange)
Chapter 1 General Provisions
Article 1 In order to strengthen the use and management of funds raised by Anhui Jiren Pharmaceutical Co., Ltd. and improve the efficiency of the use of raised funds, in accordance with the "Beijing Stock Exchange Registration and Management Measures for Public Issuance of Stocks to Unspecified Qualified Investors", "Beijing Stock Exchange Listed Companies Registration and Management Measures for Securities Issuance" and "Beijing Stock Exchange Measures for the Continuous Supervision of Listed Companies (Trial) This system is formulated based on the provisions of laws and regulations such as "Beijing Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), "Beijing Stock Exchange Guidelines for the Continuous Supervision of Listed Companies No. 9 - Management of Raised Funds" and the "Articles of Association of Anhui Jiren Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), taking into account the actual situation of the company.
Article 2 The term “raised funds” as mentioned in this system refers to the company’s issuance of securities to unspecified qualified investors (including public issuance of stocks and listing on the Beijing Stock Exchange, additional issuance, issuance of convertible corporate bonds, etc.) and the issuance of securities to special qualified investors.
Announcement number: 2025-033
Funds raised from the issuance of securities to specific targets, but does not include funds raised from the implementation of equity incentive plans.
If an investment project with raised funds (hereinafter referred to as a "raised investment project") is implemented through a subsidiary of the company or other enterprises controlled by the company, the company shall ensure that the subsidiary or other controlled enterprises comply with the provisions of this system.
Article 3 A company shall use raised funds prudently, ensure that the use of raised funds is consistent with the commitments in the prospectus or prospectus, and shall not arbitrarily change the investment direction of raised funds or change the use of raised funds in disguised form.
Companies should truly, accurately and completely disclose the actual use of raised funds. When any situation occurs that seriously affects the normal progress of the investment plan of raised funds, the company shall disclose it in a timely manner.
Article 4 The company’s directors and senior managers shall be diligent and responsible, urge the company to standardize the use of raised funds, consciously maintain the safety of the company’s raised funds, and shall not participate in, assist or condone the company’s unauthorized or disguised changes in the use of raised funds.
Article 5 The company’s controlling shareholders, actual controllers and their related parties shall not directly or indirectly occupy or misappropriate the funds raised by the company, nor may they use the raised investment projects to obtain improper benefits.
Chapter 2 Storage of Raised Funds
Article 6 The company shall deposit the raised funds in a special account established with the approval of the board of directors (hereinafter referred to as the "special account") for centralized management and use. This special account shall not store non-raised funds or use it for other purposes. If a company has raised funds twice or more, it shall set up special accounts for raised funds respectively. If the raised funds are used up or all remaining raised funds are transferred out, the company shall cancel the special account in a timely manner and make an announcement.
Article 7 The company shall sign a three-party supervision agreement with the sponsor institution or independent financial consultant and the commercial bank where the raised funds are deposited within one month after the raised funds are in place. The company shall announce the main contents of the tripartite agreement within 2 trading days after the signing of the agreement.
If a company implements an investment project through its holding subsidiary, a tripartite agreement shall be signed by the company, the holding subsidiary that implements the investment project, a commercial bank and the sponsor institution, and the company and its holding subsidiary shall be regarded as a common party.
After the raised funds are in place, the company should go through the capital verification procedures in a timely manner and have an accountant with securities qualifications
Announcement No.: 2025-033 The firm shall issue a capital verification report and shall immediately organize the use of raised funds in accordance with the plan for the use of raised funds as promised in the prospectus or prospectus.
Article 8 The tripartite supervision agreement on raised funds shall include the following contents:
(1) The company shall centrally deposit the raised funds in a special account;
(2) The account number of the special account for raised funds, the investment projects involved in the special account, and the deposit amount;
(3) If the company’s cumulative withdrawals from the special account exceed 30 million yuan or 20% of the net raised funds at one time or within 12 months, the company and the commercial bank shall promptly notify the sponsor institution or independent financial consultant;
(4) The commercial bank shall provide the company with a bank statement of the special account for raised funds every month, and send a copy to the sponsor or independent financial consultant;
(5) The sponsor institution or independent financial consultant can go to the commercial bank to inquire about the special account information at any time;
(6) The supervisory responsibilities of the sponsor institution or independent financial adviser, the notification and cooperation responsibilities of the commercial bank, and the supervision methods of the sponsor institution or independent financial adviser and the commercial bank on the use of funds raised by the company;
(7) The rights, obligations and liability for breach of contract of the company, commercial bank, sponsor institution or independent financial consultant;
(8) If the commercial bank fails to issue statements or notify the special account of large withdrawals in a timely manner three times to the sponsor or independent financial consultant, or fails to cooperate with the sponsor or independent financial consultant in inquiring and investigating the special account information, the company may terminate the agreement and cancel the special account for raised funds.
Article 9 If the tripartite supervision agreement on raised funds is terminated early due to changes in the commercial bank, sponsor institution or independent financial consultant before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement.
Chapter 3 Use of Raised Funds
Article 10 The funds raised by the company shall be earmarked for specific purposes. The company's use of raised funds should comply with national industrial policies and relevant laws and regulations, practice the concept of sustainable development, and fulfill social responsibilities. In principle, it should be used for its main business, which is conducive to enhancing the company's competitiveness and innovation capabilities.
Announcement No.: 2025-033 Except for financial enterprises, raised funds may not be used to hold financial investments, may not be directly or indirectly invested in companies whose main business is buying and selling securities, may not be used for high-risk investments such as securities investment and derivatives investment, and may not change the use of raised funds in disguised form through pledges, entrusted loans or other methods.
Article 11 If any of the following circumstances occurs in a fundraising project, the company shall re-evaluate the feasibility, expected income, etc. of the project and decide whether to continue to implement the project:
(1) There are major changes in the market environment involved in the investment project;
(2) After the raised funds are received, the investment project is put on hold for more than one year;
(3) The completion period of the latest investment plan of raised funds has exceeded and the investment amount of raised funds has not reached 50% of the relevant plan amount;
(4) Other abnormal situations occur in the investment project.
If the company has the circumstances specified in the preceding paragraph, it shall disclose it in a timely manner. If it is necessary to adjust the investment plan of raised funds, the adjusted investment plan of raised funds shall be disclosed at the same time; if a change in the raised investment project is involved, the relevant review procedures for changing the use of raised funds shall apply. The company shall disclose in its latest periodic report the specific circumstances of the re-evaluation of investment projects during the reporting period.
Article 12 When a company uses raised funds for the following matters, it shall be reviewed and approved by the board of directors and disclosed in a timely manner, and the sponsor or independent financial consultant shall issue clear opinions:
(1) Use raised funds to replace self-raised funds that have been invested in raised investment projects in advance;
(2) Use temporarily idle raised funds for cash management;
(3) Use temporarily idle raised funds to temporarily supplement working capital;
(4) Change the use of raised funds;
(5) Change the implementation location of the investment project;
(6) Adjust the progress of fundraising project plans;
(7) Use surplus funds to raise funds;
(8) Use of super-raised funds.
Announcement number: 2025-033
If the aforementioned circumstances (2), (3), and (7) meet the standards for review by the shareholders' meeting, and if the company changes the purpose of raised funds or uses excess raised funds, it must also be reviewed and approved by the shareholders' meeting.
Article 13 Temporarily idle raised funds may be subject to cash management, and cash management shall be implemented through a special account for raised funds or a publicly disclosed special settlement account for products. If cash management is implemented through a product-specific settlement account, the account shall not store non-raised funds or be used for other purposes. The implementation of cash management shall not affect the normal progress of the investment plan of raised funds. Cash management products should meet the following conditions:
(1) Products with high security such as structured deposits and certificates of deposit must not be non-principal guaranteed;
(2) Good liquidity, and the product term does not exceed twelve months;
(3) Cash management products are not allowed to be pledged.
If a company opens or cancels a product-specific settlement account, the company shall disclose it within 2 trading days.
Article 14 If a company uses idle raised funds for cash management, it shall announce the following within 2 trading days after being reviewed and approved by the board of directors:
(1) Basic information on the funds raised this time, including the time when the funds are received, the amount of funds raised, the net amount of funds raised and the investment plan, etc.;
(2) The use, idle status and reasons of the raised funds, the amount and period of cash management planned, whether there is any disguised change in the use of the raised funds, and measures to ensure that the normal progress of the raised investment projects will not be affected;
(3) Type, investment scope, term, amount, income distribution method, estimated annualized rate of return (if any), safety and liquidity of investment cash management products;
(4) Opinions issued by the sponsor or independent financial consultant.
If a company uses temporarily idle raised funds for cash management and any situation occurs that may damage the interests of the company and investors, it must promptly disclose the relevant situation and planned countermeasures. If the company's use of idle raised funds for cash management reaches the relevant disclosure standards under the Listing Rules, the company shall disclose the progress in a timely manner.
Article 15 If a company uses temporarily idle raised funds to temporarily replenish working capital, it shall do so through a special account for raised funds, and shall be limited to production and operation activities related to its main business, and shall meet the following conditions:
(1) The purpose of the raised funds shall not be changed in any disguised manner, nor shall it affect the normal progress of the investment plan of the raised funds;
Announcement number: 2025-033
(2) The expired last raised funds used to temporarily replenish working capital have been returned (if applicable);
(3) The time for a single replenishment of working capital shall not exceed 12 months;
(4) Idle raised funds shall not be used directly or indirectly for high-risk investments.
Article 16 If a company uses idle raised funds to replenish working capital, the company shall disclose the following within 2 trading days after the board of directors approves it:
(1) Basic information on the funds raised this time, including the time when the funds are received, the amount of funds raised, the net amount of funds raised and the investment plan, etc.;
(2) The use, idle status and reasons of raised funds;
(3) Reasons for insufficient working capital, the amount and period of temporarily supplementing working capital with idle raised funds;
(4) Whether the company has changed the use of raised funds in a disguised manner, or whether it has indirectly made high-risk investments;
(5) Opinions issued by the sponsor or independent financial consultant.
Before the expiration date of supplementary working capital, the company should return this part of the funds to the special account for raised funds and disclose it within 2 trading days after all the funds are returned.
Article 17 If a company has any of the following circumstances, it is a change of purpose of raised funds. The board of directors shall make a resolution in accordance with the law, and the sponsor or independent financial adviser shall issue a clear opinion and submit it to the shareholders' meeting for review. The company shall disclose relevant information in a timely manner:
(1) Cancel or terminate the original investment project, implement new projects or permanently replenish working capital;
(2) Change the entity implementing the investment project;
(3) Change the implementation method of investment projects;
(4) Other circumstances determined by the China Securities Regulatory Commission or the Exchange.
If the company has the circumstances specified in Item (1) of the preceding paragraph, the sponsor or independent financial consultant shall, based on the documents related to the raised funds disclosed in the previous period, explain in detail the main reasons for the changes in the raised investment project and the previous guarantees.
Announcement number: 2025-033
the reasonableness of the recommendations or opinions of independent financial advisors.
If the implementation entity of the raised investment project changes between the company and its wholly-owned subsidiary, or if it only involves a change in the implementation location of the raised investment project, it will not be regarded as a change in the purpose of the raised funds. Relevant changes should be resolved by the board of directors without going through the shareholders' meeting review process. The sponsor or independent financial advisor should issue clear opinions, and the company should disclose relevant information in a timely manner.
If the company uses the raised funds in accordance with Article 13, Article 15, and Paragraph 2 of Article 21 of this system and exceeds the amount, time limit and other matters determined by the review process, if the circumstances are serious, it will be deemed to have changed the purpose of the raised funds without authorization.
Article 18 The company's board of directors shall select new investment projects scientifically and prudently, conduct feasibility analysis on the new investment projects, and ensure that the investment projects have good market prospects and profitability, can effectively prevent investment risks, and improve the efficiency of the use of raised funds.
Article 19 If a fundraising project is not expected to be completed within the original time limit and the company plans to postpone its implementation, it shall be reviewed and approved by the board of directors in a timely manner, and the sponsor or independent financial consultant shall issue a clear opinion. The company should promptly disclose the specific reasons for failure to complete the project on schedule, explain the current deposit and accounting status of the raised funds, whether there are any circumstances that affect the normal progress of the plan to use the raised funds, the expected completion time and phased investment plan, and relevant measures to ensure on-schedule completion after an extension, etc.
Article 20 After the company completes a single or all fundraising projects, if the company uses the remaining raised funds (including interest income, the same below) for other purposes, and the amount is less than 2 million yuan and less than 5% of the net raised funds of the project, it may be exempted from the board of directors review process, and its use shall be reported in the annual report. Disclosed in the report; if the remaining raised funds exceed 2 million yuan or 5% of the net raised funds of the project, it must be reviewed by the board of directors and disclosed in a timely manner; if the remaining raised funds exceed 5 million yuan and is higher than 10% of the net raised funds of the project, it must also be reviewed and approved by the shareholders' meeting.
Article 21 The company shall, based on the company's development plan and actual production and operation needs, properly arrange the use plan for the portion of the actual net raised funds that exceeds the planned amount of raised funds (hereinafter referred to as the excess raised funds). The excess raised funds should be used for projects under construction, new projects, repurchasing the company's shares and canceled in accordance with the law. The company shall clarify the specific use plan of the excess raised funds at the latest when the entire raised investment project of the same batch is completed, and put it into use according to the plan. The use of over-raised funds shall be resolved by the board of directors in accordance with the law. The sponsor or independent financial advisor shall issue clear opinions and submit them to the shareholders' meeting for review. The company shall timely and fully disclose relevant information such as the necessity and feasibility of using over-raised funds. The company uses super-raised funds to invest in projects under construction and new projects
Announcement number: 2025-033
, the construction plan, investment cycle, rate of return and other information of the relevant projects should also be fully disclosed.
If it is indeed necessary to use temporarily idle over-raised funds for cash management or temporary supplement of working capital, the necessity and rationality should be explained. If a company uses temporarily idle over-raised funds for cash management or temporary replenishment of working capital, the amount, time limit and other matters shall be reviewed and approved by the board of directors. The sponsor or independent financial consultant shall issue clear opinions, and the company shall disclose relevant information in a timely manner.
Article 22 If a company invests its self-raised funds in advance in a publicly disclosed investment project, and after the raised funds are in place, the raised funds are used to replace the self-raised funds, it shall be implemented within six months after the raised funds are transferred into the special account.
During the implementation of a raised investment project, in principle, payment should be made directly with raised funds. If it is really difficult to pay directly with raised funds in matters such as paying personnel salaries, purchasing overseas products and equipment, etc., replacement can be implemented within six months after payment with self-raised funds.
Replacement matters of raised funds shall be reviewed and approved by the company's board of directors, and the sponsor or independent financial adviser shall issue clear opinions. The company shall disclose the replacement matter within 2 trading days after it is reviewed and approved by the board of directors.
Chapter 4 Management and Supervision of Raised Funds
Article 23 The company's financial department shall establish a ledger for the use of raised funds and record in detail the expenditure of raised funds and the investment in raised fund projects. The company's internal audit department should inspect the storage and use of raised funds at least once every six months, and report the inspection results to the audit committee in a timely manner.
If the company's audit committee believes that there are irregularities or major risks in the company's management of raised funds or the internal audit institution fails to submit an inspection result report as specified in the preceding paragraph, it shall report to the board of directors in a timely manner. The board of directors shall promptly report and disclose the report to the Exchange after receiving it.
Article 24 The company's board of directors shall comprehensively check the progress of investment projects with raised funds every half year, issue special reports on the storage and use of raised funds for half a year and every year, and disclose them at the same time as the regular reports. Relevant special reports should include the basic situation of the raised funds and the storage, management and use of the funds stipulated in these Guidelines until the raised funds are used up and there is no use of the raised funds during the reporting period.
If there is a discrepancy between the actual investment progress of a raised investment project and the investment plan, the company shall explain the specific reasons and disclose them. If the difference between the actual use of raised funds for a raised investment project in the year and the estimated use amount of the raised funds investment plan for that year exceeds 30%, the company shall adjust the raised funds investment plan and report it in the special report and
Announcement No.: 2025-033 The periodic report discloses the latest annual investment plan for raised funds, the current actual investment progress, the adjusted annual investment plan and the reasons for changes in the investment plan.
Article 25 If the company withdraws funds from the special account for raised funds, it must be reviewed by the secretary of the company's board of directors and the chief financial officer. The hierarchical approval authority, decision-making procedures, and risk prevention and control measures for the specific use of raised funds shall be implemented in accordance with the company's relevant systems.
Article 26 When the company, 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 5 Supplementary Provisions
Article 27 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 28 This system shall be approved by the shareholders' meeting and shall take effect from the date when the company publicly issues shares to unspecified qualified investors and is listed on the Beijing Stock Exchange.
Article 29 The company’s board of directors is responsible for interpreting this system.
Board of Directors of Anhui Jiren Pharmaceutical Co., Ltd.
October 24, 2025