[Temporary Announcement] Ningbo Traditional Chinese Medicine: Raised Fund Management System
Announcement number: 2025-043 Securities code: 833528 Securities abbreviation: Ningbo Traditional Chinese Medicine Sponsoring broker: Cathay Haitong
Ningbo Traditional Chinese Medicine Pharmaceutical 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
This system was reviewed and approved by the third meeting of the company’s fourth board of directors on December 12, 2025, and 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
Ningbo Traditional Chinese Medicine Pharmaceutical Co., Ltd.
Raised funds management system
Chapter 1 General Provisions
Article 1 In order to improve the governance of Ningbo Traditional Chinese Medicine Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), standardize the company's use and management of raised funds, improve the efficiency and effectiveness of the use of raised funds, and protect the legitimate rights and interests of investors, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the "Company Law of the People's Republic of China" This system is specially formulated in accordance with the provisions of the Securities Law (hereinafter referred to as the "Securities Law") and the "Governance Rules for Companies Listed on the National Equities Exchange and Quotations" (hereinafter referred to as the "Equity Transfer System") and other relevant laws, administrative regulations, normative documents and the Articles of Association of Ningbo Traditional Chinese Medicine Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The “raised funds” referred to in this system refer to the funds raised from investors and used for specific purposes by listed companies and companies applying for listing through the issuance of stocks, derivatives, and convertible corporate bonds, excluding funds raised by listed companies implementing equity incentive plans.
Announcement number: 2025-043
Article 3 This system is the company’s basic code of conduct for the use and management of raised funds. The company's controlling shareholders and actual controllers may not directly or indirectly occupy or misappropriate the company's raised funds, and may not use the company's raised funds to obtain improper benefits. If investment projects with raised funds are implemented through the company's wholly-owned or controlled subsidiaries or other enterprises controlled by the company, it shall be ensured that the above-mentioned companies and enterprises comply with the relevant provisions of this system.
Article 4 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 raised funds.
Article 5 In principle, the raised funds shall be limited to the purposes promised by the company in the stock issuance plan. When the company changes the purpose of the raised funds, it shall promptly disclose it after deliberation by the board of directors and submit it to the shareholders' meeting for deliberation.
Article 6 The company shall ensure the authenticity and fairness of the use of raised funds, prevent the raised funds from being directly or indirectly occupied or misappropriated by controlling shareholders, actual controllers and other related parties, and take effective measures to prevent related parties from using the raised funds to obtain improper benefits.
Article 7 The company's board of directors, supervisors 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 8 The company shall, in accordance with the provisions of laws, regulations and normative documents such as the Company Law, Securities Law and the Share Transfer System, truly, accurately, completely and timely disclose the actual use of raised funds and fulfill its information disclosure obligations.
Chapter 2 Storage of Raised Funds
Article 9 The company's raised funds shall be deposited in a special account for raised funds approved by the board of directors for this issuance (hereinafter referred to as the "Special Account"), and the special account shall be used as a subscription account. This special account shall not deposit non-raised funds or be used for other purposes.
In addition to the special account for raised funds, the company is not allowed to store the raised funds in other bank accounts (including but not limited to basic accounts, other special accounts, temporary accounts); the company is also not allowed to store production and operating funds, bank borrowings and other other funds in the special account for raised funds. The company has opened multiple banks dedicated to raising funds
Announcement number: 2025-043
If there is a bank account, arrangements must be made based on the principle that the funds for the same stock issuance are stored in the same special account.
Article 10 The company shall sign a three-party supervision agreement with the sponsoring securities firm and the commercial bank where the raised funds are deposited before the capital verification after the issuance and subscription is completed. The content of the agreement shall comply with the requirements of the National Equities Exchange and Quotations (hereinafter referred to as the "Equity Transfer System").
The company shall announce the main contents of the agreement in a timely manner after all agreements are signed, and submit them to the stock transfer company for filing along with the stock issuance filing materials. If a company implements an investment project through a holding subsidiary, a tripartite supervision agreement shall be signed by the company, the holding subsidiary that implements the investment project, a commercial bank and the sponsoring securities firm, and the company and the holding subsidiary shall be regarded as a common party.
The company should actively urge commercial banks to fulfill their agreements. If a commercial bank fails to promptly issue statements to the sponsoring brokerage or notify the special account of large withdrawals three times in a row, or fails to cooperate with the sponsoring brokerage in inquiring and investigating the special account information, the sponsoring brokerage has the right to prompt the company to change the special account in a timely manner, and the company can terminate the agreement and cancel the raised funds special account. The above content shall be included in the three-party supervision agreement mentioned in this article.
If the above agreement is terminated early due to changes in the sponsoring securities firm or commercial bank before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within two weeks from the date of termination of the agreement, and promptly announce and file it with the equity transfer company.
Article 11 After the raised funds are in place, the company shall go through capital verification procedures in a timely manner. An accounting firm with securities business qualifications and futures business qualifications shall issue a capital verification report, and the total amount of raised funds shall be promptly and completely deposited in a special account.
Chapter 3 Use and Management of Raised Funds
Article 12 The company shall not use the funds raised from the stock issuance before obtaining the share registration letter issued by the stock transfer system.
The company's application, approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds must strictly comply with the relevant provisions of the company's Articles of Association, various rules of procedure, this system and other company systems.
Article 13 The funds raised by the company shall be used for the company’s main business and related business fields. Company use
Announcement Number: 2025-043 Raising funds shall not engage in the following behaviors:
(1) Used to hold trading financial assets and financial assets available for sale or to 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) The purpose of raised funds shall not be changed in any disguised manner through pledge, entrusted loan or other means;
The company's finance department should establish and improve relevant accounting records and original ledgers for activities involving the use of raised funds, and regularly inspect and supervise the use and effects of funds. The accounting department should set up a ledger for the use of raised funds and record the expenditure of raised funds in detail.
Article 14 A company may conduct cash management on temporarily idle raised funds, and the products it invests in must meet the following conditions:
(1) It has high security and meets the capital guarantee requirements, and the product issuer can provide capital guarantee commitments:
(2) It must have good liquidity and shall not affect the normal progress of the investment plan of raised funds.
(3) 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. The company shall make a timely announcement when opening or canceling a product-specific settlement account. 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 within 2 trading days after the board meeting:
(1) Basic information on the funds raised this time, including the time of raising, amount of funds raised, net amount of funds raised and investment plan, etc.
(2) The use of raised funds, and whether there is any disguised change in the use of raised funds.
(3) The amount and period of investment products with idle raised funds.
Announcement number: 2025-043
(4) The income distribution method, investment scope and safety of investment products.
(5) Capital guarantee commitment provided by the product issuer.
When a company faces major risk situations such as the deterioration of the financial status of the product issuer or the loss of the invested products, it shall timely disclose risk warning announcements to the outside world and explain the risk control measures taken by the company to ensure the safety of funds.
Chapter 4 Change of Use of Raised Funds
Article 15 The funds raised by the company shall be used according to the purposes listed in the stock issuance plan. If the use of funds raised by the company changes, it must be reviewed and approved by the board of directors and shareholders' meeting before the change can be made. The raised funds after the change of purpose should be invested in the main business and related business areas.
If the company has the following circumstances, it will be deemed as a change in the purpose of raised funds:
(1) Cancel the original fund-raising project and implement new projects;
(2) Change the implementation entity of the investment project with raised funds (except when the implementation entity changes from a company to a wholly-owned subsidiary or a wholly-owned subsidiary to a company);
(3) Change the implementation method of investment projects with raised funds;
(4) Other circumstances determined by regulatory agencies to be changes in the use of raised funds.
Article 16 If the 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 for the change.
(2) Use of newly raised funds.
Article 17 If the use of newly raised funds involves related transactions, asset purchases, or external investments, disclosure shall also be made with reference to the provisions of relevant rules.
Announcement number: 2025-043
Chapter 5 Supervision and Accountability of Raised Funds
Article 18 The controlling shareholder or actual controller of the company shall not directly or indirectly occupy or misappropriate the funds raised by the company, and shall not use the funds raised by the company and the funds raised to obtain improper benefits.
The company's directors, supervisors and senior managers have the obligation to protect the company's raised funds from being occupied or misappropriated by the controlling shareholder or actual controller. If a controlling shareholder or actual controller directly or indirectly possesses or misappropriates the company's raised funds, the company's directors, supervisors, and senior managers shall take all necessary measures to recover it, punish those directly responsible, and remove directors and supervisors who bear serious responsibilities.
Article 19 The board of supervisors shall continue to pay attention to the actual management and use of raised funds and issue clear opinions. When the board of supervisors deems it necessary, it shall urge the company to hire an accounting firm to issue an assurance report on the storage and use of the funds raised.
If the assurance report finds that there are violations in the management and use of the company's raised funds, the board of directors should explain in writing the circumstances of the violation, the reasons for the violation, possible consequences, and planned rectification measures, hold the key personnel accountable, and communicate with the sponsoring securities firm in a timely manner to complete corresponding information disclosure and rectification work.
Article 20 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 sponsoring securities firm shall conduct on-site verification at least once a year on the storage and use of raised funds by the listed company, issue a verification report, and disclose it when the listed company discloses its annual report. Relevant personnel of the company should actively cooperate, and the company should report the stock transfer to the company and make an announcement within 2 trading days after receiving the verification report.
Chapter 6 Supplementary Provisions
Article 21 If the raised funds are used through the company's subsidiaries or other enterprises controlled by the company, this system shall apply.
Article 22 This system will take effect and be implemented from the date of review and approval by the company’s shareholders’ meeting. Modifications to this system will be effective only after review and approval by the shareholders' meeting.
Announcement number: 2025-043
Article 23 Matters not covered in this system shall be implemented in accordance with the relevant national laws, administrative regulations or normative documents and the company's articles of association.
Article 24 The Board of Directors is responsible for interpreting this system.
Board of Directors of Ningbo Traditional Chinese Medicine Pharmaceutical Co., Ltd.
December 12, 2025