Core Viewpoint - The internal control defect recognition standards of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aim to ensure the establishment and effective execution of internal control systems, enhancing operational management and risk prevention capabilities, and promoting standardized operations and healthy development of the company [2]. Summary by Sections General Principles - The standards are formulated based on relevant regulations, considering the company's operational scale, industry characteristics, risk levels, and significance [2]. Classification of Internal Control Defects - Internal control defects are categorized into design defects and operational defects: - Design defects refer to the absence of necessary controls or inappropriate design that hinders achieving control objectives [3]. - Operational defects refer to effective designs that fail to operate as intended due to improper execution or lack of necessary authority or competence [3]. Severity of Internal Control Defects - Defects are classified based on their severity: - Major defects can severely impact the effectiveness of internal controls, leading to significant deviations from control objectives [3]. - Important defects are less severe but still warrant attention from the board and management [3]. - General defects encompass all other defects not classified as major or important [3]. Overall Recognition Standards for Internal Control Defects - Defects are further divided into financial reporting defects and non-financial reporting defects, with recognition standards developed based on qualitative and quantitative considerations [4]. Financial Reporting Internal Control Defect Recognition Standards - Specific quantitative thresholds are established for recognizing defects based on potential misstatements in total assets and pre-tax profits: - Major defects are recognized if potential misstatements exceed 0.5% of total assets or 5% of pre-tax profits [5][6]. - Important and general defects have lower thresholds for recognition [5][6]. Non-Financial Reporting Internal Control Defect Recognition Standards - Non-financial reporting defects are recognized based on direct property losses and penalties from government authorities, with specific monetary thresholds set for major, important, and general defects [7]. Additional Considerations - The recognition of internal control defects also considers the risk accumulation effect of defect combinations and the mitigating effects of certain controls [7]. - The financial indicators used for quantitative standards are based on the company's most recent audited consolidated financial data [7]. - The company must reassess and revise the recognition standards if there are significant changes in operational conditions or financial metrics [7]. Applicability and Governance - These standards apply to the company and its subsidiaries, with the board of directors responsible for their formulation, revision, and interpretation [7].

General Principles - The internal control framework aims to standardize management behaviors, enhance operational efficiency, and ensure compliance with laws and regulations [1][2] - Internal control is defined as a process implemented by the board, management, and employees to achieve control objectives, ensuring legal compliance, asset security, and accurate financial reporting [1][2] Internal Environment - The company establishes a governance structure and decision-making rules to clarify responsibilities and create a balanced mechanism [4][5] - The board is responsible for establishing and implementing effective internal controls, while the management is tasked with daily operations [5][6] Risk Identification and Assessment - The company must continuously identify and assess risks related to its operations, considering both internal and external factors [16][19] - Risk tolerance levels should be established to guide decision-making and risk management strategies [16][20] Control Activities - Control measures include separation of incompatible duties, authorization controls, and performance evaluations to mitigate risks [23][24] - A comprehensive budget management system is essential for ensuring financial discipline and accountability [20][21] Information and Communication - The company should establish effective communication channels for internal and external information flow, ensuring timely and accurate reporting [32][34] - Internal reports must be clear and concise, facilitating understanding and action among employees [34][36] Internal Supervision - Regular internal supervision is necessary to evaluate the effectiveness of internal controls and identify deficiencies [47][48] - The company must maintain records of internal control processes to ensure accountability and transparency [50][51]

Core Viewpoint - The investor relations management system of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aims to enhance communication between the company and its investors, ensuring compliance with legal regulations and promoting transparency and trust [1][2][3]. Summary by Sections General Principles - The investor relations management is designed to facilitate the exercise of shareholder rights, information disclosure, interactive communication, and handling of investor requests [2]. - The basic principles include compliance, equality, proactivity, and honesty [2]. Objectives of Investor Relations Management - The objectives include improving communication with investors, establishing a stable investor base, enhancing corporate culture, increasing transparency in information disclosure, and maximizing overall and shareholder interests [3]. Communication Content - Key communication topics include the company's development strategy, legal information disclosures, operational management information, risks and challenges, corporate culture, and shareholder rights [3][4]. Communication Methods - Various communication methods are employed, including designated media for information disclosure, company website, performance briefings, one-on-one communications, and investor meetings [5][7]. Investor Meetings - The company is required to hold investor meetings under specific circumstances, such as when cash dividends do not meet regulations or when there are significant market events [8][12]. Responsibilities of the Board Secretary - The board secretary is responsible for managing investor relations, organizing communication activities, and ensuring timely responses to investor inquiries [10][11]. Training and Compliance - The company provides training for personnel involved in investor relations and ensures compliance with information disclosure regulations [12][13]. Prohibited Actions - Certain actions are prohibited during investor relations activities, including disclosing undisclosed significant information, providing misleading information, and unfair treatment of minority shareholders [13][14].

Core Viewpoint - The management system for subsidiaries of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aims to enhance internal management, maintain the overall image of the listed company, and protect investor interests through structured governance and operational guidelines [1]. Group 1: General Provisions - The system is established based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1]. - Subsidiaries are defined as independent legal entities established according to the company's strategic planning and business development needs, which can be wholly-owned or controlled [1]. Group 2: Governance Structure Management - Subsidiaries must establish a sound corporate governance structure and operational systems in accordance with the Company Law and relevant regulations [2]. - The company exercises management, coordination, supervision, and assessment functions through participation in the subsidiaries' shareholder and board meetings [3]. Group 3: Personnel Management - The company appoints or recommends directors, supervisors, and senior management for subsidiaries, ensuring compliance with laws and company policies [4]. - The responsibilities of appointed personnel include ensuring adherence to laws and regulations, coordinating between the company and subsidiaries, and protecting the company's interests [5]. Group 4: Financial Management - Subsidiaries must adhere to the company's financial management requirements, ensuring the legality and completeness of accounting records and effectively controlling operational risks [6]. - Financial management tasks include compliance with national fiscal and tax policies, and the preparation of financial statements according to applicable accounting standards [6]. Group 5: Investment Management - Subsidiaries require company approval for technical reform projects and external investments, ensuring alignment with the company's development strategy [7]. - Investment projects must undergo feasibility studies and be reported to the company's management for decision-making [8]. Group 6: Information Management and Reporting - Subsidiaries are obligated to provide timely and accurate information that may significantly impact the company's image [9]. - Regular financial reports and updates on ongoing projects must be submitted to the company's board within specified timeframes [10]. Group 7: Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance and assess economic efficiency [11]. - Subsidiaries must cooperate with audits and implement recommendations from approved audit reports [12].

Core Viewpoint - The document outlines the operational guidelines and responsibilities of the General Manager of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, emphasizing governance structure, qualifications, duties, and reporting mechanisms [1][2][3]. Group 1: General Provisions - The guidelines aim to improve the governance structure of the company and clarify the powers and responsibilities of the General Manager [1]. - The document applies to the General Manager and senior management team members, including the Deputy General Manager, Board Secretary, and Chief Financial Officer [1]. Group 2: Qualifications and Appointment Procedures - The General Manager is appointed by the Board Chairman and must meet specific qualifications, including management experience, ability to motivate employees, and integrity [4][5]. - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as General Manager [2]. Group 3: Duties and Responsibilities of Senior Management - The General Manager is responsible for implementing Board resolutions, managing daily operations, and reporting to the Board [3][4]. - Senior management must not hold administrative positions in other companies controlled by the major shareholders [3]. Group 4: General Manager's Authority - The General Manager has the authority to make decisions on company operations, including financial management and contract signing, within the limits set by the Board [4]. - The General Manager must report on the execution of Board decisions and any significant operational changes [4][5]. Group 5: Reporting and Evaluation - The General Manager is required to regularly report to the Board and the Audit Committee on significant contracts, financial status, and operational performance [9][10]. - Performance evaluation of the General Manager is conducted by the Board, linking compensation to company performance and individual achievements [10]. Group 6: Meeting Procedures - The General Manager's office meetings are structured to discuss major operational issues and implement Board decisions, with specific schedules for regular meetings [6][7]. - Meeting minutes must be documented, including key decisions and participant details [8]. Group 7: Dismissal Procedures - The Board must dismiss the General Manager under specific circumstances, such as the end of the term without reappointment or failure to meet qualifications [18]. Group 8: Miscellaneous Provisions - The guidelines will be interpreted by the Board and will be revised as necessary, ensuring compliance with relevant laws and regulations [28][30].

Core Viewpoint - The management accountability system of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aims to enhance the responsibility awareness of senior management and subsidiary leaders, ensuring they fulfill their duties legally and effectively to prevent significant losses to the company and its stakeholders [2]. Group 1: General Principles - The purpose of the accountability system is to promote the serious and lawful performance of duties by senior management and subsidiary leaders, thereby reducing decision-making errors that could harm the company and its stakeholders [2]. - The accountability system applies to senior management and heads of subsidiaries within the company [2]. - The principles of accountability include strict management and serious pursuit of responsibility [2]. Group 2: Responsibilities and Scope - The company’s compensation and assessment committee is responsible for collecting and summarizing materials related to accountability and proposing relevant plans to the board of directors [3]. - The audit department is tasked with auditing the resignation of senior management and heads of subsidiaries, providing audit reports to the audit committee [3]. - Senior management and subsidiary leaders will be held accountable if their actions lead to damage to the company's interests, including severe safety incidents, fraud, or violations of company regulations [3][4]. Group 3: Forms and Types of Accountability - The company may impose economic penalties alongside other disciplinary actions when senior management or subsidiary leaders fall within the scope of accountability [4]. - Economic responsibility audits will be conducted by the audit department during job changes or resignations of senior management and heads of subsidiaries [4]. Group 4: Accountability Procedures - Accountability investigations can be initiated based on reports from the public or institutions, with the compensation and assessment committee conducting investigations and proposing handling opinions to the board [5]. - If issues are found during audits related to job changes or resignations, the audit department will report to the audit committee, and the board will issue handling opinions [5]. - Individuals subject to accountability can appeal the board's decisions, but the execution of the decisions will not be affected during the appeal period [5]. Group 5: Miscellaneous - Any matters not covered by this system or inconsistent with relevant laws and regulations will be executed according to national laws, administrative regulations, and the company's articles of association [5]. - The board of directors is responsible for interpreting and amending this accountability system, which will take effect upon approval by the board [5].

杭州天目山药业股份有限公司董事和高级管理人员持有并买卖本公司股票管理制度 杭州天目山药业股份有限公司 董事和高级管理人员持有并买卖本公司股票管理制度 （2025 年 8 月修订） 第一章 总 则 第一条 为加强杭州天目山药业股份有限公司（以下简称"公司"） 对董事和高级管理人员所持有及买卖本公司股份及变化的管理，根据 《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《证券法》"）、《上海证券交易所股票 上市规则》（以下简称"《股票上市规则》"）、《上市公司董事和高 级管理人员所持本公司股份及其变动管理规则》《上海证券交易所上市 公司自律监管指引第15号——股东及董事、高级管理人员减持股份》等 法律、行政法规、部门规章和《杭州天目山药业股份有限公司章程》（ 以下简称"《公司章程》"）等规定，制定本制度。 第二条 本制度适用于公司董事和高级管理人员所持本公司股份及 其变动的管理。公司董事和高级管理人员委托他人代行上述行为，视 作本人所为。 第三条 公司董事和高级管理人员所持本公司股份，是指登记在其 名下和利用他人账户持有的所有本公司股份。 公司董事和高级管理人员从事融资融 ...

Core Viewpoint - The compensation management system for directors and senior management at Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. aims to enhance the evaluation of work performance, establish an incentive and restraint mechanism, and align with modern corporate governance principles [1][2]. Group 1: General Principles - The compensation management system applies to directors elected by the shareholders and senior management appointed by the board [1]. - The principles of compensation management include a combination of labor distribution with responsibilities, linking income levels to company performance, considering long-term interests, and ensuring competitive compensation compared to market standards [2][3]. Group 2: Management Structure - The board of directors establishes a Compensation and Assessment Committee responsible for managing, assessing, and supervising the compensation of directors and senior management [3]. - The committee proposes compensation standards and performance assessment plans, which require approval from the board and shareholders before implementation [3][4]. Group 3: Compensation Composition and Standards - Compensation for directors includes allowances for independent and external directors, with specific standards set at 100,000 yuan/year for independent directors and 40,000 yuan/year for non-independent directors [4]. - Internal directors' compensation is based on a salary system, with the chairman's salary ranging from 500,000 to 3,000,000 yuan/year, subject to board approval [4][5]. - Senior management's compensation consists of a basic salary and performance rewards, with basic salaries ranging from 400,000 to 2,000,000 yuan/year for general managers and 300,000 to 1,500,000 yuan/year for other senior roles [5][6]. Group 4: Performance Assessment Principles - Independent directors do not participate in internal assessments linked to compensation, while internal directors and senior management are assessed based on annual performance [6]. - The annual performance rewards are determined by the Compensation and Assessment Committee and require board approval for execution [6]. Group 5: Compensation Management and Adjustments - The compensation system should adapt to the company's development strategy and operational changes, with adjustments proposed by the Compensation and Assessment Committee [7][8]. - Adjustments are based on industry salary levels, inflation, company profitability, organizational changes, and individual performance [7][8].

Core Points - The article outlines the management system for related party transactions of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, aiming to regulate such transactions, protect investors' rights, and enhance corporate governance [1][2][3]. Group 1: General Principles - The company must ensure that related party transactions are legal, necessary, and fair, maintaining independence and not using these transactions to manipulate financial indicators [1][2]. - Basic principles for related party transactions include equality, voluntary participation, fairness, compliance with laws, and protection of minority shareholders' rights [1][2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those holding more than 5% of shares or serving as directors [2][3]. - The company must identify related parties based on control relationships and significant shareholdings [3][4]. Group 3: Decision-Making and Disclosure Procedures - The decision-making process for related party transactions involves the shareholders' meeting, board of directors, and general manager's office, which must review specific documents related to the transaction [4][5]. - Transactions exceeding certain thresholds require board approval and timely disclosure, with specific monetary limits set for transactions with natural and legal persons [5][6]. Group 4: Daily Related Party Transactions - The company must estimate daily related party transactions and disclose them according to established standards, ensuring compliance with the approval process [12][13]. - If the actual transaction amount exceeds the estimated amount, the company must re-evaluate and disclose accordingly [12][13]. Group 5: Special Provisions for Related Transactions - Special provisions apply to asset purchases from related parties, requiring shareholder approval if the transaction price exceeds 100% of the book value without guarantees [14][15]. - Joint investments with related parties must adhere to specific calculation standards for approval and disclosure [15][16]. Group 6: Management and Supervision - The board office is responsible for managing related parties and transactions, ensuring compliance with regulations and timely reporting of changes [18][19]. - Independent directors are tasked with supervising related transactions to prevent misuse of company resources by related parties [20][21].

Core Points - The document outlines the investment management measures of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd to standardize external investment management, enhance compliance efficiency, and reduce investment risks [1][2] - The investment is defined as the company's allocation of funds, equity, land use rights, or other assessed assets for future returns [1] - Investments are categorized into short-term and long-term based on their duration, with specific definitions provided for each type [1][3] Investment Approval Process - The investment approval must adhere to the Company Law, Shanghai Stock Exchange rules, and the company's articles of association [3][4] - The company implements a professional management and hierarchical approval system for external investments [2][3] Decision-Making Bodies - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments [3][6] - Certain investment transactions require board approval and must be submitted to the shareholders' meeting if they meet specified thresholds [5][6] Investment Principles - Investments must comply with national laws, align with national industrial policies and the company's development strategy, and not adversely affect the company's main business [4][5] Short-term Investment Procedures - The financial management center provides a cash flow statement and identifies suitable short-term investment opportunities [9][10] - A strict joint control system is required for securities investments, ensuring that at least two personnel are involved in operations [9][10] Long-term Investment Management - Long-term investments are managed by the board office, with other departments participating in the preparation of investment plans [11][12] - Contracts for long-term investments must be reviewed by the company's legal counsel before signing [11][12] Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or inability to repay debts [26][27] - Investment transfers must comply with the Company Law and the company's articles of association [28][29] Financial Management and Auditing - The financial management center is responsible for comprehensive financial records of investment activities and must conduct annual checks on investments [34][35] - Subsidiaries must report financial statements monthly to ensure compliance with the company's financial policies [38][39] Information Disclosure - The company must fulfill its information disclosure obligations according to relevant laws and regulations [41][42] - Subsidiaries are required to provide accurate and timely information to the company for external disclosure [43][44]