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 ...

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]

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]