[Temporary Announcement] Deyuan Pharmaceutical: Subsidiary Management System
Securities code: 832735 Securities abbreviation: Deyuan Pharmaceutical Announcement number: 2025-088
Jiangsu Deyuan Pharmaceutical Co., Ltd.
Subsidiary 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
Jiangsu Deyuan Pharmaceutical Co., Ltd. held the 14th meeting of the fourth session of the Board of Directors on September 8, 2025, and reviewed and approved Sub-Proposal 3.17 of the "Proposal on Developing and Revising Part of the Company's Internal Management System": Developing a "Subsidiary Management System". The voting results of the proposal: 7 votes in favor, 0 votes against, and 0 abstentions. This proposal does not need to be submitted to the shareholders' meeting for review.
2. List the main contents of the system in chapters:
Jiangsu Deyuan Pharmaceutical Co., Ltd.
Subsidiary management system
Chapter 1 General Provisions
Article 1 In order to strengthen the management of Jiangsu Deyuan Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") over its subsidiaries, ensure the standardized, efficient and orderly operation of the subsidiaries, promote the healthy development of the subsidiaries, reduce the operating risks of the subsidiaries, optimize the company's resource allocation, and safeguard the interests of the company and all investors, according to the "China This system is specially formulated based on 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 and other laws, regulations, normative documents, as well as the Articles of Association of Jiangsu Deyuan Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") and based on the actual situation of the company.
Article 2 Subsidiaries as mentioned in this system refer to subordinate subsidiaries at all levels that the company holds more than 50% of its equity, or can determine the composition of more than half of its board of directors, or can actually control through agreements or other arrangements.
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Article 3 The management and control of the branches, offices and other branches of the company and its subsidiaries shall be governed by the provisions of this system.
Chapter 2 Governance Structure of Subsidiaries
Article 4 The governance structure of a subsidiary shall comply with the relevant provisions of the Company Law and other laws and regulations. If other laws have special provisions for subsidiaries, such provisions shall prevail.
Article 5 The subsidiary’s shareholders’ meeting (a wholly-owned subsidiary may not have a shareholders’ meeting, the same below), board of directors (or executive director, the same below), board of supervisors or supervisors (if any) shall operate in a standardized manner in accordance with laws, regulations and its Articles of Association. If a subsidiary convenes a shareholders' meeting, board of directors meeting or other major meeting, its convening method and rules of procedure must comply with relevant provisions of the Company Law and its Articles of Association.
Article 6 The company exercises shareholder rights through the subsidiary shareholders' meeting, and nominates and elects directors and supervisors (if any).
Article 7 A subsidiary shall, through the exercise of its powers, ensure that the operation and management of the subsidiary and the management systems, regulations, and rules formulated by it do not violate the requirements of the company's relevant systems, regulations, guidelines, and other documents.
Article 8 The subsidiary's license, operating information of the three associations and other documents shall be reported to the company for record.
Chapter 3 Management Principles of Subsidiaries
Article 9 This system aims to strengthen the management of subsidiaries, establish an effective control mechanism, conduct risk control on the company's organization, resources, assets, investments and operations, and improve the company's overall operational efficiency and risk resistance capabilities.
Article 10 The company shall exercise management of major matters of its subsidiaries in accordance with the requirements for asset control and standardized operation of subsidiaries, and shall have the obligation to provide guidance, supervision and related services to subsidiaries.
Article 11 The company shall use management and control methods to enable its subsidiaries to establish corresponding business plans and risk management procedures based on the company's business strategies and risk management policies.
Within the framework of the company's overall policies and objectives, subsidiaries operate and manage independently, operate corporate property legally and effectively, and at the same time implement the company's various system regulations for subsidiaries.
Article 12 Subsidiaries shall promptly report to the company major business matters, major financial matters and other information that may have a significant impact on the trading price of the company's stocks and derivatives in accordance with regulations, and report major matters to the company's board of directors or shareholders' meeting for review in strict accordance with their authority.
Article 13 A subsidiary shall prepare consolidated accounting statements and disclose accounting information to the outside world in accordance with the company’s requirements.
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Please submit accounting statements and provide accounting information in a timely manner. Its accounting statements are also audited by the accounting firm hired by the company.
Chapter 4 Major Matters Management and Information Disclosure
Article 14 The board of directors of a subsidiary shall ensure that all external guarantee matters of the subsidiary are reported to the company in advance and perform the approval procedures in accordance with the relevant regulations of the company. Without the approval of the company's board of directors or shareholders' meeting, subsidiaries may not provide any external guarantees, including guarantees between subsidiaries.
Article 15 Any major external guarantee matters of a subsidiary shall be subject to relevant procedures in accordance with the relevant regulations of the company and reported to the secretary of the board of directors.
Article 16 Where investment projects with raised funds of a company are conducted through subsidiaries, the "Company Raised Funds Management System" and other regulations shall apply.
Article 17 Matters related to affiliated transactions of subsidiaries shall be implemented in accordance with the relevant systems of the "Company's Related Transaction Management System".
Article 18 A subsidiary shall, in accordance with the provisions of the "Company Information Disclosure Management System" and the "Company's Internal Reporting System for Major Information," establish a subsidiary information disclosure and major information internal reporting system, and clarify the subsidiary's internal information disclosure responsibilities and confidentiality responsibilities to ensure that the company's information disclosure meets relevant requirements.
Article 19 When a subsidiary researches, discusses or decides on matters that may involve information disclosure, it shall notify the secretary of the board of directors to attend the meeting and provide it with the information required for information disclosure.
Article 20 Directors, supervisors (if any), senior managers and other insiders of subsidiaries shall abide by the "Company Insider Information Management System". Before information disclosure, the number of insiders of the information shall be controlled to the minimum range, and they shall not leak inside information, engage in insider trading or manipulate stock trading prices.
Chapter 5 Internal Audit Supervision
Article 21 The company shall regularly or irregularly implement audit supervision of its subsidiaries.
Article 22 After receiving an audit notice, a subsidiary shall be prepared to be audited and shall proactively cooperate during the audit process.
Article 23 The "Company Internal Audit System" shall apply to the internal audit of subsidiaries.
Article 24 Subsidiaries shall perform information disclosure obligations in strict accordance with the provisions of the "Company Information Disclosure Management System".
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Chapter 6 Supplementary Provisions
Article 25 If there are any matters not covered in this system, the relevant national laws and regulations, normative documents and the provisions of the "Articles of Association" shall be implemented; if this system conflicts with the laws and regulations promulgated by the country in the future or the "Articles of Association" after legal procedures, the provisions of the relevant national laws, regulations and the "Articles of Association" shall be implemented.
Article 26 This system shall be formulated, revised and interpreted by the company's board of directors.
Article 27 This system will take effect from the date of review and approval by the company's board of directors.
Board of Directors of Jiangsu Deyuan Pharmaceutical Co., Ltd. September 10, 2025
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