[Temporary Announcement] Jinding Pharmaceutical: Rules of Procedure for Shareholders’ Meeting
Announcement number: 2025-032
Securities code: 839633 Securities abbreviation: Jinding Pharmaceuticals Sponsoring broker: Everbright Securities
Rules of Procedure for the Shareholders Meeting of Anhui Jinding Pharmaceutical Co., Ltd.
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 company held the 15th meeting of the third board of directors on December 12 to review and approve these rules. These rules still need to be submitted to the shareholders' meeting for review.
2. List the main contents of the system in chapters
Chapter 1 General Provisions
Article 1 In order to regulate the behavior of Anhui Jinding Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and ensure that the shareholders' meeting exercises its powers in accordance with the law, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") These rules are formulated by laws and regulations such as the Securities Law"), the Measures for the Supervision and Administration of Unlisted Public Companies, the Governance Rules for Companies Listed on the National Equities Exchange and Quotations, as well as the Articles of Association of Anhui Jinding Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The company shall convene shareholders' meetings in strict accordance with the relevant provisions of laws, administrative regulations, company articles of association and these rules to ensure that shareholders can exercise their rights in accordance with the law.
The company's board of directors should earnestly perform its duties and organize shareholders' meetings seriously and on time. All directors of the company should perform their duties diligently and ensure that shareholders’ meetings are held normally and their powers are exercised in accordance with the law.
Article 3 The shareholders' meeting shall exercise its powers within the scope stipulated in the Company Law and the Articles of Association. The shareholders' meeting may authorize the board of directors based on the principles of openness, appropriateness, specificity, legality and compliance, and the content of the authorization shall be clear. The shareholders' meeting shall not delegate its statutory powers to the board of directors.
Article 4 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year. Extraordinary shareholders' meetings are held from time to time, and "company
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When an extraordinary shareholders' meeting is required to be convened under the circumstances stipulated in the Judiciary, the extraordinary shareholders' meeting shall be convened within 2 months. If the company is unable to convene a shareholders' meeting within the above period, the company shall promptly notify the sponsoring securities firm and make an announcement explaining the reasons.
Article 5 If a company convenes an annual shareholders' meeting and provides online voting methods at the shareholders' meeting, it shall hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these Rules and the Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company.
Chapter 2 Convening of Shareholders’ Meeting
Article 6 The board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 4 of these rules.
Article 7 For proposals that have the right to call for an extraordinary shareholders’ meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders’ meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and the Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within 5 days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it will explain the reasons and make an announcement.
Article 8 The Board of Supervisors has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall submit the proposal to the Board of Directors in writing. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the supervisory board may convene and preside over it on its own.
Article 9 Shareholders who individually or collectively hold more than 10% of the company's shares may propose in writing to the board of directors to convene an extraordinary shareholders' meeting. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, the above-mentioned shareholders may propose in writing to the supervisory board to convene an extraordinary shareholders' meeting.
If the board of supervisors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days of receiving the proposal. Any changes to the original proposal in the notice must be approved by the relevant shareholders.
If the board of supervisors fails to issue a notice of shareholders' meeting within the prescribed period, it shall be deemed that the board of supervisors has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over the meeting on their own.
Announcement number: 2025-032
host. Before the resolution of the shareholders' meeting is announced, the total shareholding ratio of the shareholders convening the shareholders' meeting shall not be less than 10%.
Article 10 If the board of supervisors or shareholders convene a shareholders' meeting on their own in accordance with the law, they shall notify the company's board of directors in writing before issuing a notice of the shareholders' meeting.
For shareholders' meetings convened by the board of supervisors or shareholders themselves in accordance with the law, the board of directors and the person in charge of information disclosure shall cooperate and perform information disclosure obligations in a timely manner.
Article 11 For a shareholders' meeting convened by the board of supervisors or shareholders in accordance with the law, the necessary expenses for the meeting shall be borne by the company.
Chapter 3 Proposals and Notices of Shareholders’ Meeting
Article 12 The contents of proposals for shareholders' meetings shall comply with the relevant provisions of laws, regulations and the Articles of Association, fall within the scope of powers of the shareholders' meeting, and have clear topics and specific resolution matters.
Article 13 When a company convenes a shareholders' meeting, the board of directors, board of supervisors and shareholders individually or jointly holding more than 1% of the company's shares have the right to propose proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's shares may submit a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, disclose the name of the shareholder who proposed the temporary proposal, shareholding ratio and the content of the new proposal, and submit the temporary proposal to the shareholders' meeting for review.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting. The shareholders' meeting shall not vote and make resolutions on proposals that are not listed in the notice of the shareholders' meeting or that do not comply with the provisions of laws, regulations and the Articles of Association.
Notices of shareholders' meetings and supplementary notices should fully and completely disclose the specific content of the proposal, as well as all information or explanations needed to enable shareholders to make reasonable judgments on the matters to be discussed.
Article 14 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting shall notify all shareholders by announcement 15 days before the meeting.
When the company calculates the starting period, it does not include the day of the meeting.
Article 15 The notice of shareholders’ meeting shall include the following contents:
(1) Time and place of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in clear words: The company registered in China Clearing Corporation Limited at the close of the market in the afternoon on the equity registration day
Announcement number: 2025-032
All shareholders of the company have the right to attend the shareholders' meeting, and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder's proxy does not have to be a shareholder of the company;
(4) Name and telephone number of the permanent contact person for conference affairs.
The interval between the equity registration date and the meeting date shall not be more than 7 trading days, and shall be later than the disclosure time of the announcement. Once the equity registration date is determined, it cannot be changed.
Article 16 If the shareholders’ meeting intends to discuss the election of directors and supervisors, the notice of the shareholders’ meeting shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or its controlling shareholder and actual controller;
(3) Disclose the number of company shares held;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments, or by the National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the "National Equities Exchange and Quotations") or the stock exchange.
In addition to adopting a cumulative voting system to elect directors and supervisors, each director and supervisor candidate shall be submitted as a separate proposal.
Article 17 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. If it is necessary to postpone or cancel the meeting, the company shall make an announcement at least 2 trading days before the original date of the shareholders' meeting and explain the reasons in detail.
Chapter 4 Convening, Voting and Resolution of Shareholders’ Meeting
Article 18 The company shall hold a shareholders' meeting at the company's daily office location or at the location specified in the shareholders' meeting notice. The company holds shareholders' meetings in person or electronically. If the meeting is held by electronic communication, matters such as shareholder identity verification, audio and video recording methods, etc. will be clarified in the notice and announcement of the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present. The time and location of the on-site meeting should be chosen to facilitate shareholders' participation. The company shall ensure that the shareholders' meeting is legal and effective and provide convenience for shareholders to participate in the meeting. The shareholders' meeting should allow reasonable discussion time for each proposal.
Shareholders can attend the shareholders' meeting in person and exercise their voting rights, or they can entrust others to attend on their behalf and exercise their voting rights within the scope of authorization.
Article 19 The board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders' meeting. Measures should be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders.
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and promptly report to relevant departments for investigation and handling.
Article 20 Shareholders shall attend the shareholders' meeting with valid identity documents or other valid documents or certificates that can indicate their identity. Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his/her qualifications as the legal representative; if an agent is entrusted to attend the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 21 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the agent;
(2) Whether it has voting rights;
(3) Instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. If the client is a legal person shareholder, the company's seal should be affixed.
Article 22 The power of attorney shall indicate whether the shareholder's agent can vote according to his or her own will if the shareholder does not give specific instructions.
Article 23 The convener shall jointly verify the legality of shareholder qualifications based on the shareholder list provided by the company, and register the names of shareholders and the number of voting shares they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 24 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 25 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The shareholders' meeting convened by the supervisory board shall be presided over by the chairman of the supervisory board. If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
A shareholders' meeting convened by shareholders themselves shall be presided over by a representative elected by the convener.
Article 26 When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure so that the shareholders' meeting cannot continue, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
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Article 27 At the annual shareholders' meeting, the board of directors and the board of supervisors shall report to the shareholders' meeting on their work over the past year.
Article 28 Directors, supervisors and senior managers shall provide explanations and clarifications to shareholders’ inquiries at shareholders’ meetings.
Article 29 The host of the meeting shall announce the number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights before voting. The number of shareholders and proxies attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.
Article 30 Shareholders who are related to matters to be considered at the shareholders' meeting shall abstain from voting, and the shares with voting rights held by them shall not be counted in the total number of shares with voting rights present at the shareholders' meeting. Except where otherwise provided by laws, regulations, departmental rules, and business rules of the National Equities Exchange and Quotations and all shareholders are related parties.
To review relevant related transaction matters, the avoidance and voting procedures for related shareholders are as follows:
(1) If a certain proposal reviewed by the shareholders’ meeting is related to a shareholder, the shareholder shall disclose the related relationship to the company’s board of directors before the date of the shareholders’ meeting;
(2) When the shareholders' meeting is reviewing relevant related-party transactions, the host of the shareholders' meeting shall announce the relevant shareholders and explain the relationship between the related shareholders and the related-party transactions;
(3) The chairperson of the shareholders' meeting announces the withdrawal of related shareholders, and non-related shareholders will review and vote on related transaction matters;
(4) Related transactions must be approved by more than half or more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting. When the shareholders' meeting considers related party transactions, related shareholders shall abstain from voting, and the shares with voting rights held by them shall not be included in the total number of voting shares held by the shareholders present.
Article 31 Shareholders shall exercise their voting rights based on the number of shares with voting rights, and each share held shall be entitled to one vote, unless otherwise provided by laws and regulations.
A company's controlled subsidiaries are not allowed to acquire shares in the company. If it is true that shares are held for special reasons, the situation shall be eliminated in accordance with the law within one year. Before the above situation is eliminated, the relevant subsidiaries shall not exercise the voting rights corresponding to the shares held, and these shares will not be included in the total number of shares with voting rights for shareholders present.
The company's own shares do not have voting rights, and these shares are not included in the total number of shares voting at the shareholders' meeting.
Article 32 When the shareholders' meeting votes on the election of directors and supervisors, the cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolution of the shareholders' meeting.
Announcement number: 2025-032
The cumulative voting system mentioned in the preceding paragraph means that when the shareholders' meeting elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights held by shareholders can be used collectively.
Article 33 Except for the cumulative voting system, all proposals at the shareholders' meeting shall be voted on item by item. If there are different proposals on the same matter, voting shall be carried out in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve the proposal or refuse to vote.
Article 34 When the shareholders' meeting considers the proposal, the proposal shall not be modified. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.
Article 35 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting.
Votes that are not filled in, filled in incorrectly, with illegible handwriting or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 36 Before a shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes (except when there are less than two shareholder representatives present at the meeting). If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.
When the shareholders' meeting votes on a proposal, the lawyer (if any), the shareholder representative and the supervisor representative shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Company shareholders or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.
Article 37 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
The following matters are ordinary resolution matters:
(1) Work reports of the board of directors and board of supervisors;
(2) The profit distribution plan and loss compensation plan formulated by the board of directors;
(3) The appointment and removal of directors and supervisors who are members of the board of directors and the board of supervisors who are not employee representatives, as well as their remuneration and payment methods;
(4) The company’s annual budget plan and final accounts plan;
(5) Company annual report;
(6) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or the Articles of Association.
Ordinary resolutions made by the shareholders' meeting shall be made by the shareholders (including shareholders' agents) present at the shareholders' meeting.
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Passed by more than half of the voting power.
The following matters are special resolution matters:
(1) The company increases or decreases its registered capital;
(2) Company merger, division, dissolution and liquidation or change of company form;
(3) Modification of the Articles of Association;
(4) Equity incentive plan;
(5) Other matters that are stipulated in laws, administrative regulations or the Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Special resolutions made by the shareholders' meeting shall be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.
Article 38 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed or not based on the voting results.
Article 39 The shareholders' meeting shall make a resolution in a timely manner and make an announcement. The resolution shall list the number of shareholders and agents present at the meeting, the total number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, the voting method, the voting results of each proposal and the details of each resolution passed. If the proposal is not passed, a special reminder shall be made in the resolution of the shareholders' meeting.
Article 40 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:
(1) Meeting time, location, agenda and name of the convener;
(2) The names of the host of the meeting and the directors, supervisors, board secretaries, managers and other senior managers who attended or attended the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Lawyer (if any) and names of vote counters and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in the company's articles of association.
Directors, supervisors, board secretaries, conveners or their representatives, and meeting hosts who attend the meeting shall sign the meeting minutes and ensure that the contents of the meeting minutes are true, accurate and complete. Meeting minutes should be kept in line with the on-site
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The signature booklet of shareholders present, the power of attorney for their proxy, and the valid information on voting status via the Internet and other methods shall be kept together for a period of not less than 10 years.
Article 41 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and notify shareholders in a timely manner.
Article 42 If the shareholders' meeting passes the proposal for the election of directors and supervisors, the new directors and supervisors shall take office in accordance with the provisions of the Articles of Association.
Article 43 If the shareholders’ meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company shall implement the specific plan within 2 months after the conclusion of the shareholders’ meeting.
Article 44 If the content of a company's shareholders' meeting resolution violates laws or administrative regulations, shareholders have the right to request the People's Court to determine it to be invalid.
If the convening procedures and voting methods of the shareholders' meeting violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders may request the People's Court to revoke it within 60 days from the date the resolution is made.
Chapter 5 Supplementary Provisions
Article 45 The terms "above" and "within" mentioned in these rules include the original number; "over", "below" and "more than" do not include the original number.
Article 46 These rules are an attachment to the company’s articles of association. Matters not covered in these rules shall be implemented in accordance with relevant national laws and regulations, departmental rules, normative documents and the relevant provisions of the Articles of Association. If these rules are inconsistent with the relevant national laws and regulations, departmental rules, normative documents and the Articles of Association, the relevant national laws, regulations, departmental rules, normative documents and the Articles of Association shall prevail.
Article 47 The company’s board of directors is responsible for revising and interpreting these rules.
These Rules shall become effective and enforceable on the date of review and approval by the Shareholders' Meeting.
Anhui Jinding Pharmaceutical Co., Ltd. Board of Directors
December 15, 2025