Core Points - The document outlines the external guarantee management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, aiming to standardize external guarantee behaviors and effectively prevent risks associated with such guarantees [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, to regulate external guarantees and safeguard the company's interests [1]. Chapter 2: Guarantee Principles - Guarantees include various forms such as guarantees, mortgages, and pledges, and must be managed uniformly by the company [2]. - All external guarantees require approval from the board of directors, with specific thresholds for shareholder approval based on the amount of the guarantee relative to the company's net assets [2][3]. Chapter 3: Guarantee Approval Management - The board of directors is responsible for managing guarantee behaviors, requiring a majority approval for all guarantees and a two-thirds majority for significant guarantees [2]. - The total amount of external guarantees should not exceed 50% of the latest audited net assets, and any guarantees exceeding this must be submitted for shareholder approval [2]. Chapter 4: Contracting Guarantees - Guarantee contracts must comply with legal standards and clearly define all relevant terms, including the parties involved and the nature of the debt [4][5]. - The finance department is tasked with managing and monitoring guarantee contracts, ensuring compliance with approval processes [5][6]. Chapter 5: Risk Management - The company must monitor the financial status of guaranteed parties and take proactive measures to mitigate risks, including timely reporting to the board of directors [5][6]. - If a guaranteed party fails to meet obligations, the company must initiate recovery procedures and inform the board [6]. Chapter 6: Accountability - Directors and senior management are held accountable for any losses incurred due to violations of the guarantee management system [7][8]. - The company must disclose any violations and take corrective actions to protect its interests and those of minority shareholders [8].

Core Points - The establishment of the Strategic and ESG Committee aims to enhance the company's core competitiveness and improve investment decision-making processes [4][5] - The committee is responsible for researching long-term development strategies, major investment decisions, and guiding the implementation of ESG strategies [4][6] - The committee consists of three directors, including at least one independent director, and is chaired by the company's chairman [4][6] Chapter Summaries Chapter 1: General Provisions - The committee is established to adapt to the company's strategic development needs and improve decision-making quality [4] - It is a specialized committee under the board of directors, focusing on long-term strategies and ESG matters [4] Chapter 2: Composition - The committee is composed of three directors, with at least one being independent [4] - The chairman of the board serves as the committee's chairperson [4] Chapter 3: Responsibilities and Authority - The committee's main responsibilities include researching long-term strategies, major investment proposals, and ESG-related policies [4][6] - It assists the board in identifying and assessing ESG-related impacts, risks, and opportunities [4][6] Chapter 4: Decision-Making Procedures - The committee's decision-making process involves preliminary preparation by a working group, which reviews investment proposals and ESG-related matters [5][6] - The committee must convene meetings with at least two-thirds of its members present to make decisions [8] Chapter 5: Meeting Rules - Meetings can be held in person or via remote communication, and decisions require a majority vote from attending members [8][9] - Meeting records must be maintained for at least ten years [8][9] Chapter 6: Supplementary Provisions - Any matters not covered by these rules will follow national laws and regulations [9] - The board of directors holds the authority to interpret these rules [9]

江西天新药业股份有限公司 股东会议事规则 司章程的规定； 董事会同意召开临时股东会的，将在作出董事会决议后的 5 日内发出召开 股东会的通知；董事会不同意召开临时股东会的，应当说明理由并公告。 第一条 为规范公司运作，充分发挥股东会的作用，提高股东会议事效率，保障股 东合法权益，保证股东会程序及决议的合法性，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》）、《上市公司股东会规则》《上海证券交易所股票上市规则》 《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"）的有关规定制定本议事规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、公司章程及本规则的相关规定召开股 东会，保证股东能够依法行使权利。 江西天新药业股份有限公司 第一章 总则 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应 当勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和公司章程规定的范围 ...

General Principles - The purpose of the decision-making system for related party transactions is to standardize transactions between Jiangxi Tianxin Pharmaceutical Co., Ltd. and related parties, ensuring fairness, openness, and justice, while protecting the legitimate rights and interests of all shareholders [1][2][3] Definition of Related Transactions - Related transactions include various actions such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, management of assets, and more [1][3] - Related parties are defined as individuals or entities that have control or influence over the company, including natural persons and legal entities [1][3] Pricing Principles and Methods - The pricing of related transactions should follow specific principles, including government pricing, market prices from independent third parties, and reasonable cost plus profit methods [4][5] - Various pricing methods are outlined, such as cost-plus method, resale price method, comparable uncontrolled price method, and profit split method [4][5] Decision-Making Authority - The General Manager has the authority to approve related transactions below certain thresholds, while transactions exceeding these thresholds require board approval and must be disclosed [7][11] - Transactions involving guarantees for related parties require approval from a majority of non-related directors and must be submitted to the shareholders' meeting [5][11] Review Procedures - Related transactions must be reported in writing to the General Manager, who will organize a review and approval process [17][18] - Independent directors must participate in the review of related transactions, and legal or financial advisors may be consulted for professional opinions [19][20] Disclosure Requirements - Transactions that meet specific thresholds must be disclosed in detail, including the nature of the transaction, related parties, and financial impacts [21][22] - For transactions involving equity, an audit report must be provided, while other asset transactions require an evaluation report [20][21] Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on related transactions to avoid conflicts of interest [26][29] - The board's decisions on related transactions require approval from a majority of non-related directors [15][26] Implementation and Amendments - The decision-making system will take effect upon approval by the shareholders' meeting and will be subject to amendments as necessary [40][41]

General Provisions - The rules aim to standardize the board's decision-making processes and enhance operational efficiency in accordance with relevant laws and regulations [1][2] - The board is required to hold at least two regular meetings each year [1] Proposals and Meetings - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting, which must be convened within 10 days [2] - The board secretary must forward written proposals to the chairman on the same day they are received [2][3] - Meeting notifications must be sent out 10 days in advance for regular meetings and 3 days for temporary meetings [4] Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [6] - Directors can attend meetings in person or delegate another director to attend on their behalf, with specific rules regarding delegation [7] - Meetings can be held in person or via electronic means, ensuring all directors can communicate effectively [8] Voting and Resolutions - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [29] - Resolutions require more than half of the total number of directors to pass, unless otherwise specified by law or company regulations [34] - Directors must avoid voting on matters where they have a conflict of interest [38] Documentation and Record Keeping - Meeting records must be accurate and include details such as date, attendees, agenda, and voting results [44] - Meeting archives must be maintained for at least ten years [49] - The rules will take effect upon approval by the shareholders' meeting and will replace previous regulations [52]

Core Viewpoint - The article outlines the major operational and investment decision management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [3][4]. Summary by Sections General Principles - The system aims to establish a comprehensive decision-making mechanism for significant operational and investment decisions, ensuring compliance with relevant laws and regulations [3]. - The principles of decision-making include scientific democratization, procedural standardization, and effectiveness in industrial investment [3]. Decision-Making Authority and Procedures - The company implements a layered decision-making system involving the shareholders' meeting, board of directors, and general manager, with subsidiaries having limited decision-making authority [3][4]. - Major operational and investment decisions require approval based on specific thresholds related to total asset value, transaction amounts, and profit contributions [3][4][5]. - For decisions exceeding certain financial thresholds, approval from the shareholders' meeting is required, while others may be approved by the board of directors or delegated to the chairman [8][9]. Decision-Making Process - Prior to investment decisions, the responsible business department must conduct market research and provide feasibility analysis for review by the general manager's office [10]. - Factors considered in decision-making include compliance with laws, alignment with company strategy, economic viability, and necessary resources for implementation [11]. Execution and Supervision - The execution of approved investment projects is managed by the responsible business department, with financial departments ensuring proper funding allocation [14]. - Internal audits are conducted to monitor financial performance of investment projects, and public bidding processes are mandated for fixed asset investments [14][15]. Additional Provisions - The system will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [11][16].

Core Viewpoint - The internal audit system of Jiangxi Tianxin Pharmaceutical Co., Ltd. is established to enhance internal supervision and risk control, ensuring compliance with laws and regulations while protecting investors' rights [3]. Group 1: General Principles - The internal audit aims to supervise and evaluate the authenticity, legality, and effectiveness of financial expenditures, asset quality, operational performance, and construction projects of the company and its subsidiaries [3]. - This internal audit system applies to the company and its wholly-owned and controlling subsidiaries [3]. Group 2: Audit Organization and Personnel - An audit department is established under the board's audit committee to independently conduct audit work and report directly to the audit committee [4][5]. - The audit department must maintain independence and is not to be under the leadership of the finance department [5]. - Audit personnel are required to be professional, objective, and maintain confidentiality, with a duty to avoid conflicts of interest [6][7]. Group 3: Audit Responsibilities - The audit department is responsible for supervising the company's operational activities, financial expenditures, economic benefits, and the performance of senior management [8]. - The audit work aims to improve management and enhance economic efficiency while ensuring the integrity and safety of the company's assets [9][10]. Group 4: Audit Authority and Scope - The audit department has the authority to inspect all relevant management accounts and documents during the audit period [13]. - The audit department is tasked with establishing a fraud prevention mechanism and reporting any significant issues to the audit committee [8][12]. Group 5: Audit Procedures - The audit department must prepare an audit plan and obtain approval from the audit committee before implementation [23]. - Audit reports must be objective, complete, and timely, reflecting the findings and suggestions based on verified evidence [24][25]. Group 6: Rewards and Penalties - Departments and individuals achieving significant results in implementing the internal audit system will be recognized or rewarded [28]. - Violations of the internal audit system may lead to administrative penalties or criminal charges depending on the severity of the actions [30][31].

Core Points - Jiangxi Tianxin Pharmaceutical Co., Ltd. was established as a joint-stock company through the overall transformation of Jiangxi Tianxin Pharmaceutical Co., Ltd. [1] - The company was approved by the China Securities Regulatory Commission (CSRC) to issue 43.78 million shares of ordinary stock to the public on June 13, 2022, and was listed on the Shanghai Stock Exchange on July 12, 2022 [1] - The registered capital of the company is RMB 437.78 million, and it is located in the industrial park of Lepin City, Jingdezhen, Jiangxi Province [1] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [1] - The legal representative of the company is the chairman or general manager, who must be appointed within 30 days of resignation [1] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [1] Business Objectives and Scope - The company's business objectives include strengthening the enterprise, achieving employee success, serving society, and promoting human health [1] - The business scope includes drug production, drug wholesale, production of feed additives, food additives, and hazardous chemicals, among others [1] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [3] - The company has issued a total of 43.78 million shares, all of which are ordinary shares with a par value of RMB 1 per share [4] - The company may increase or decrease its registered capital based on shareholder resolutions and legal regulations [3][4] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [7] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [9] - The company must maintain a shareholder register based on records from the securities registration and settlement institution [7] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [10] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [10] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [18]

Core Insights - Tianxin Pharmaceutical (603235.SH) reported a total revenue of 1.122 billion yuan and a net profit attributable to shareholders of 356 million yuan for the first half of 2025 [1] - The company experienced a net cash inflow from operating activities of 342 million yuan [1] Financial Performance - The latest debt-to-asset ratio is 18.66%, which is an increase of 1.84 percentage points from the previous quarter and an increase of 3.48 percentage points year-on-year [3] - The latest gross profit margin stands at 47.83%, reflecting a decrease of 2.00 percentage points from the previous quarter [3] - The return on equity (ROE) is 7.61%, down by 0.37 percentage points compared to the same period last year [3] - The diluted earnings per share (EPS) is 0.82 yuan [3] Efficiency Metrics - The total asset turnover ratio is 0.20 times, ranking 114th among disclosed peers, which is a decrease of 0.01 times year-on-year, representing a decline of 5.59% [3] - The inventory turnover ratio is 0.98 times, ranking 150th among disclosed peers, with a decrease of 0.31 times year-on-year, indicating a decline of 24.09% [3] Shareholder Structure - The number of shareholders is 14,800, with the top ten shareholders holding a total of 398 million shares, accounting for 90.97% of the total share capital [3] - The largest shareholder is Xu Jiangnan, holding 46.5% of the shares [3]

登录新浪财经APP 搜索【信披】查看更多考评等级 第二节 公司基本情况 2.1公司简介 ■ 公司代码：603235 公司简称：天新药业 第一节 重要提示 1.1本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规 划，投资者应当到http://www.sse.com.cn/网站仔细阅读半年度报告全文。 1.2本公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实性、准确性、完整 性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 1.3公司全体董事出席董事会会议。 1.4本半年度报告未经审计。 1.5董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 2.2主要财务数据 单位：元 币种：人民币 ■ 2.3前10名股东持股情况表 单位: 股 ■ 2.4截至报告期末的优先股股东总数、前10名优先股股东情况表 □适用 √不适用 2.5控股股东或实际控制人变更情况 □适用 √不适用 2.6在半年度报告批准报出日存续的债券情况 □适用 √不适用 第三节 重要事项 公司应当根据重要性原则，说明报告期内公司经营情况的重大变化，以及报告期内发生的对 ...