Core Viewpoint - The board of directors of Jiangxi Tianxin Pharmaceutical Co., Ltd. held its 11th meeting of the third session on August 28, 2025, where several key resolutions were passed, including the approval of the 2025 semi-annual report and the cancellation of the supervisory board [1][2][3][4][5]. Group 1: Board Meeting Details - The meeting was conducted with all 8 directors present, ensuring compliance with relevant laws and regulations [1]. - The board approved the 2025 semi-annual report with unanimous support [2]. - A special report on the use of raised funds for the first half of 2025 was also approved without opposition [2]. Group 2: Governance Changes - The board approved the proposal to cancel the supervisory board and amend the company's articles of association, which will be submitted for shareholder approval [2][3]. - The strategic committee of the board was renamed to include ESG considerations, reflecting a commitment to enhancing the company's governance framework [3]. - Additional amendments to governance systems were approved, with some requiring shareholder review [4]. Group 3: Action Plans and Future Meetings - The board reviewed and approved the semi-annual evaluation report of the "Quality Improvement and Efficiency Enhancement" action plan for 2025 [4]. - A proposal to convene the first extraordinary general meeting of shareholders in 2025 was also approved [5].

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]

Core Points - The company aims to standardize the compensation management for its directors and senior management to enhance their work motivation [1] - The compensation management principles include fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1] Group 1: Compensation Management - The compensation management system applies to the company's directors and senior management, including the general manager, deputy general managers, financial officer, and board secretary [1] - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors reviews the plans for senior management [2] Group 2: Compensation Structure - The compensation for independent directors is in the form of fixed allowances, which are approved by the shareholders' meeting [2] - Non-independent directors who work in the company receive compensation based on their actual job positions and do not receive director allowances [2] - The basic salary for senior management is the remuneration for fulfilling their job responsibilities [2] Group 3: Performance Bonuses - The annual performance bonus for senior management is linked to the company's annual performance targets and their job performance [2] - The compensation standards mentioned are pre-tax, with the company responsible for withholding personal income tax [2] Group 4: Payment Schedule - The fixed allowances for independent directors and salaries for non-independent directors are paid monthly, while the annual performance bonuses for senior management are distributed after the fiscal year based on performance evaluations [2][3] Group 5: Additional Provisions - The rules will be executed in accordance with relevant laws and regulations if there are any discrepancies or unaddressed matters [4] - The compensation management system becomes effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [4]

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]

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].

Core Points - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the interests of all shareholders and creditors [1][2] - The system defines the controlling shareholder and related parties, outlining the types of fund occupation, including both operational and non-operational fund occupations [1][2] - Strict procedures are mandated for any related transactions, requiring timely settlement to avoid abnormal operational fund occupation [1][3] Group 1: Definition and Scope - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant voting power despite holding less than 50% [1] - Fund occupation includes operational fund occupation through related transactions and non-operational fund occupation such as loans or debt repayment on behalf of the controlling shareholder [1][2] Group 2: Responsibilities and Measures - The board of directors and senior management are legally obligated to maintain the safety of company funds and prevent fund occupation by the controlling shareholder and related parties [2][5] - The chairman of the board is designated as the primary responsible person for preventing fund occupation and managing fund recovery efforts [2][5] Group 3: Procedures for Fund Occupation - The company must implement measures for the recovery of occupied funds, including the possibility of using assets to offset debts, with independent evaluations required for asset valuation [3][4] - Regular inspections by the finance and internal audit departments are mandated to report on fund transactions with the controlling shareholder and related parties [5] Group 4: Accountability and Penalties - If fund occupation occurs, the board must take effective measures to stop the infringement and seek compensation, including legal action if necessary [5] - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including potential dismissal [5]

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]