Core Points - The document outlines the implementation details for online voting at the shareholders' meeting of Jiangxi Tianxin Pharmaceutical Co., Ltd, aiming to standardize the voting process and protect investors' rights [1][2][4] Group 1: General Provisions - The voting mechanism is established to facilitate shareholders in exercising their voting rights in accordance with relevant laws and regulations [1] - The company will provide an online voting option alongside the physical meeting [1][2] - The Shanghai Stock Exchange's online voting system will be utilized for this purpose [1][2] Group 2: Notification and Preparation for Online Voting - The company must prepare a notice for the shareholders' meeting that includes details such as the type of meeting, voting times, and proposed agenda items [1][7] - Shareholders registered by the record date are eligible to vote through the online system [1][5] Group 3: Voting Methods and Procedures - Online voting will occur during the trading hours of the Shanghai Stock Exchange on the day of the shareholders' meeting [2][12] - Shareholders can log in through their designated brokerage platforms or the Shanghai Stock Exchange's internet voting platform to cast their votes [12][14] - Each voting right can only be exercised through one method: in-person, online, or other means [1][19] Group 4: Results Statistics and Queries - The voting results will be compiled and made available for shareholders to query through the information company's website after the meeting [6][27] - The company must disclose the voting results, especially for matters affecting minority investors [6][27] Group 5: Miscellaneous Provisions - The rules will take effect upon approval at the shareholders' meeting [8][30] - The company is responsible for interpreting and revising these rules as necessary [9][29]

江西天新药业股份有限公司 董事、高级管理人员薪酬与考核管理制度 江西天新药业股份有限公司 第一章 总则 （一）公平原则：薪酬水平以公司经营业绩为基础，参考同行业市场 薪酬水平； 第一条 为了进一步规范江西天新药业股份有限公司（以下简称"公司"）的 薪酬管理工作，调动公司董事、高级管理人员的工作积极性，根据《中 华人民共和国公司法》《上市公司治理准则》等有关法律、行政法规 和规范性文件及《江西天新药业股份有限公司章程》（以下简称"公 司章程"）的规定制定本制度。 第二条 本制度适用的对象为： （一）公司的董事； （二）公司的高级管理人员，包括：总经理、副总经理、财务负责人、 董事会秘书。 第三条 公司董事、高级管理人员的薪酬管理的原则为： 第一节 董事薪酬 第六条 独立董事以固定津贴形式在公司领取报酬，经股东会审议通过后决定。 独立董事因履职需要产生的所有费用由公司承担。 第七条 在公司任职的非独立董事按其在公司担任的实际工作岗位领取薪酬， 不再领取董事津贴。 第八条 未在公司任职的非独立董事不享有津贴，因履职需要产生的所有费用 由公司承担。 （二）责、权、利统一原则：薪酬水平与岗位价值高低、履行责任义 务大小 ...

Core Viewpoint - The document outlines the selection system for accounting firms at Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the need for compliance with legal regulations and ensuring the quality of financial audits [1][2][3]. Group 1: General Principles - The selection of accounting firms must adhere to relevant laws and the company's articles of association, ensuring the authenticity and continuity of financial information [1]. - The company must not appoint an accounting firm before the board of directors and shareholders have reviewed the decision [1][2]. Group 2: Requirements for Accounting Firms - Selected accounting firms must possess independent legal status, comply with the Securities Law of the People's Republic of China, and have a good reputation and quality record [1][2]. - The accounting firms should have no significant administrative penalties related to their professional quality in the past three years [1][2]. Group 3: Selection Procedures - The selection process involves the audit committee proposing qualifications, conducting preliminary investigations, and submitting recommendations to the board of directors and shareholders [2][3]. - Various selection methods include competitive negotiation, public selection, invitation selection, and single selection, with necessary disclosures made through official channels [2][3]. Group 4: Special Provisions for Reappointment - The company must reappoint accounting firms if there are significant defects in their professional quality or if they cannot ensure timely reporting [3]. - If a vacancy arises during the annual audit period, the audit committee can propose a new firm to the board before the shareholders' meeting [3]. Group 5: Supervision and Penalties - The audit committee is responsible for supervising the selection process and ensuring compliance with laws and regulations [3][4]. - Serious violations by accounting firms can lead to their disqualification from future appointments, and penalties may be imposed on responsible individuals [3][4].

Core Points - The document outlines the information disclosure management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, aiming to ensure the authenticity, accuracy, and completeness of disclosed information to protect investors' rights [1][2][3] Group 1: General Principles - The system applies to all individuals and entities that may significantly impact the trading price of the company's securities [2] - Information disclosure must be timely, meaning within two trading days from the triggering event [2] - The board of directors is responsible for establishing and ensuring the effective implementation of the disclosure system [2][3] Group 2: Disclosure Obligations - Information must be disclosed simultaneously to all investors without prior leaks to any individual or entity [2][3] - The company must ensure that all shareholders have equal access to disclosed information [6] - The board secretary is responsible for coordinating the execution of the information disclosure management system [3][5] Group 3: Reporting Procedures - Regular reports must be prepared and disclosed within specified timeframes, including annual, semi-annual, and quarterly reports [8][10] - The company must report any inability to disclose regular reports on time, including reasons and proposed solutions [10][12] - Major events that could significantly affect the trading price of the company's securities must be disclosed immediately [36][39] Group 4: Responsibilities and Accountability - The board of directors and senior management must ensure the authenticity and completeness of the disclosed information [52][54] - The audit committee is responsible for reviewing the financial information in regular reports [25] - Violations of the disclosure system may lead to penalties and legal responsibilities for the individuals involved [30][82]

第四章 资金占用的处置措施及程序 "以股抵债"或者"以 资抵债"等方式偿还侵占资产。在董事会对相关事宜进行审议时，关联董 事需对该表决事项进行回避。 （一）用于抵偿的资产必须属于公司同一业务体系，并有利于增强公司独 立性和核心竞争力，减少关联交易，不得是尚未投入使用的资产或者没有 客观明确账面净值的资产。 江西天新药业股份有限公司 防止大股东及关联方占用公司资金管理制度 江西天新药业股份有限公司 第一章 总则 第一条 为维护江西天新药业股份有限公司（以下简称"公司"）、公司全体股东及 公司债权人的合法利益，杜绝大股东及关联方占用公司资金行为的发生， 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》）《上市公司监管指引第 8 号－上市公司资 金往来、对外担保的监管要求》《关于进一步做好清理大股东占用上市公 司资金工作的通知》《上海证券交易所上市公司自律监管指引第 1 号—规 范运作》等相关法律、行政法规和规范性文件以及《江西天新药业股份有 限公司章程》（以下简称"公司章程"）的规定，制定本制度。 第二条 本制度所称的大股东，即控股股东，指持有的股份占公司股本总额超 ...

Core Viewpoint - The document outlines the investor relations management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the importance of effective communication between the company and its investors to enhance corporate governance and protect investor rights [1][2]. Group 1: Objectives and Principles of Investor Relations Management - The objectives of investor relations management include promoting a positive relationship with investors, establishing a stable investor base, fostering a culture of respect for investors, maximizing overall company benefits, and increasing transparency in information disclosure [1][2]. - The basic principles of investor relations management are compliance, equality, proactivity, and honesty [1][2]. Group 2: Communication and Disclosure - The company is required to communicate with investors about its development strategy, legal disclosures, operational information, and other relevant data [3][4]. - Various communication methods include regular reports, annual meetings, one-on-one communications, and online platforms to ensure efficient and broad engagement with investors [3][4]. Group 3: Management Structure and Responsibilities - The board secretary is responsible for investor relations management, supported by the securities department, which organizes and manages investor relations activities [5][6]. - Responsibilities include drafting investor relations policies, handling investor inquiries, and maintaining communication channels [5][6]. Group 4: Compliance and Record-Keeping - The company must adhere to legal disclosure obligations and report any significant information promptly to the Shanghai Stock Exchange [6]. - An investor relations management archive must be established to document activities, including participant details and communication content, with a retention period of no less than three years [6].

General Overview - The implementation rules for the cumulative voting system at Jiangxi Tianxin Pharmaceutical Co., Ltd. aim to enhance corporate governance and ensure shareholders can fully exercise their rights [2][4]. Cumulative Voting System - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated voting [2][4]. - This system applies to the election of directors, including independent directors, but excludes employee representative directors [2]. Election Procedures - When electing two or more directors or when a single shareholder or their concerted parties hold more than 30% of the voting shares, the cumulative voting system must be implemented [2]. - The board of directors proposes a list of candidates for election, which must be approved by a board resolution before being submitted to the shareholders' meeting [2]. Candidate Nomination - Shareholders holding more than 1% of the voting shares for over 180 days can propose candidates for the board, adhering to the stipulated limits [2]. - Candidates must submit detailed personal information and commit to fulfilling their duties if elected [2]. Voting Process - The voting process involves distributing ballots where shareholders indicate their shareholdings and the number of votes allocated to each candidate [4]. - If a shareholder exceeds their maximum voting rights, their votes will be considered invalid [4]. Election Outcomes - Directors are elected based on the number of votes received, with a requirement that each elected director must receive votes exceeding half of the valid voting rights present at the meeting [4]. - If the number of elected directors is less than required, a second round of elections will be held [4].

Core Viewpoint - The article outlines the information disclosure management system of Jiangxi Tianxin Pharmaceutical Co., Ltd., emphasizing the importance of protecting national secrets and commercial confidentiality while ensuring compliance with relevant laws and regulations [2][4]. Group 1: General Principles - The company establishes this system to regulate the deferral and exemption of information disclosure, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [2]. - The company is responsible for determining whether information can be deferred or exempted from disclosure based on specific criteria [2][3]. Group 2: Scope of Deferred and Exempted Information - Information that involves national secrets or could violate confidentiality regulations may be exempted from disclosure [2][3]. - Commercial secrets can be deferred or exempted from disclosure if they meet certain conditions, such as being core technology information that could lead to unfair competition [2][3]. Group 3: Review Procedures for Deferral and Exemption - Individuals aware of the information must limit its disclosure to a minimum number of people until a decision is made regarding deferral or exemption [3]. - The company must maintain a record of any deferred or exempted information, including the type of report and the reasons for deferral or exemption [3][4]. Group 4: Responsibilities and Penalties - The company will impose penalties on individuals responsible for failing to disclose information that should have been disclosed after the reasons for deferral or exemption have ceased [4][5]. - The company must ensure that all information provided for deferral or exemption is truthful, accurate, and complete [4].

Core Points - The document outlines the working system for independent director special meetings at Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in corporate governance [1][4] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines [1][4] Group 1: Meeting Procedures - Independent director special meetings can be convened as needed to discuss various company matters, with a requirement for notification at least three days in advance [1][4] - The meetings must be attended by at least half of the independent directors, and decisions require a majority vote [1][4][3] - Meetings can be held in person or through various communication methods, and independent directors must personally attend or delegate their voting rights [1][4] Group 2: Responsibilities and Authority - Certain matters must be discussed and approved by the independent director special meeting before being submitted to the board, including related party transactions and changes to commitments [1][4] - Independent directors have the authority to hire external consultants for audits or consultations, propose temporary shareholder meetings, and call board meetings [1][4] Group 3: Documentation and Confidentiality - Meetings must have written records that include details such as time, location, attendees, proposals, and voting results [1][4][3] - Independent directors are bound by confidentiality regarding the matters discussed in the meetings and must not disclose any related information [1][4]

江西天新药业股份有限公司 募集资金管理制度 江西天新药业股份有限公司 第一章 总则 第一条 为了规范江西天新药业股份有限公司（下称"公司"）募集资金的使 用和管理，最大程度地保障投资者的利益，依据《中华人民共和国公 司法》《中华人民共和国证券法》《上市公司证券发行注册管理办法》 《上市公司募集资金监管规则》《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等有关法律、行政法规和规范性文件及《江 西天新药业股份有限公司章程》 （以下简称"公司章程"）的规定制定 本制度。 公司存在两次以上融资的，应当分别设置募集资金专户。超募资金也 应当存放于募集资金专户管理。 第二条 本制度所称募集资金，是指公司通过发行股票或者其他具有股权性质 的证券，向投资者募集并用于特定用途的资金，但不包括公司为实施 股权激励计划募集的资金。 第三条 公司董事会应建立募集资金存储、使用和管理的内部控制制度，对募 集资金存储、使用、变更用途、监督和责任追究以及募集资金使用的 申请、分级审批权限、决策程序、风险控制措施及信息披露程序等内 容进行明确规定。 公司应当将募集资金存储、使用和管理的内部控制制度及时报证券交 易所备案并在证 ...