Core Viewpoint - The document outlines the regulations and procedures for Jiangxi Fuxiang Pharmaceutical Co., Ltd. regarding the deferral and exemption of information disclosure, emphasizing the importance of protecting state secrets and commercial confidentiality [2][3][4]. Group 1: General Principles - The company aims to standardize the deferral and exemption of information disclosure to enhance regulatory oversight and protect investors' rights [2]. - The company will adhere to relevant laws and regulations, including the Shenzhen Stock Exchange's rules, when handling information disclosure deferrals and exemptions [2][3]. Group 2: Scope of Deferral and Exemption - Information that involves state secrets or could violate confidentiality regulations may be exempted from disclosure if sufficient evidence is provided [3][4]. - Commercial secrets can be deferred or exempted from disclosure if they meet specific criteria, such as potential harm to the company or others if disclosed [3][4]. Group 3: Internal Management Procedures - The company must carefully determine the scope of deferral and exemption, ensuring that it does not misuse these provisions [5]. - The board of directors will oversee the management of deferral and exemption matters, with the board secretary responsible for coordination [5][6]. Group 4: Documentation and Reporting - The company must maintain records of any deferred or exempted disclosures, including the type of information and the internal review process [6][7]. - If the reasons for deferral or exemption are no longer valid, the company must promptly disclose the information [6][7].

Core Viewpoint - The document outlines the procedures and requirements for Jiangxi Fuxiang Pharmaceutical Co., Ltd. to select and appoint accounting firms, ensuring compliance with relevant laws and regulations while maintaining the quality of financial information and protecting shareholder interests [2][3][4]. Group 1: Selection Process - The audit committee is responsible for the selection of accounting firms and must propose policies, processes, and internal controls for this selection [3][4]. - The selection process includes competitive negotiation, public bidding, and invitation bidding to ensure fairness and transparency [4][5]. - The company must publicly disclose the selection documents, including evaluation criteria and scoring standards, to allow sufficient time for accounting firms to prepare their applications [5][6]. Group 2: Quality Requirements - Selected accounting firms must meet specific qualifications, including independent status, relevant licenses, and a good reputation without significant quality issues in the past three years [2][3]. - The evaluation of accounting firms will focus on their quality management systems, including project consultation, quality review, and defect identification [6][9]. Group 3: Appointment and Reappointment - The company must sign an audit service agreement with the selected accounting firm after approval from the shareholders' meeting [4][5]. - For reappointment, the audit committee must propose the continuation of the accounting firm, which requires approval from the board and shareholders [8][9]. - The company must change accounting firms under specific circumstances, such as significant quality defects or delays in audit work [8][9]. Group 4: Supervision and Compliance - The audit committee must monitor the compliance of the selected accounting firms with relevant laws and regulations, ensuring adherence to the established standards and procedures [10][11]. - Any violations by the accounting firms that lead to serious consequences must be reported to the board for appropriate action [11].

Group 1 - The company has established a compensation management system for directors to promote healthy and sustainable development [1][2] - The system applies to both external and internal directors, with specific definitions provided for each category [2] - External directors receive an annual allowance of 30,000 RMB (after tax) for non-independent directors and 100,000 RMB (after tax) for independent directors [2] - Internal directors' compensation is based on the company's salary management system and is paid monthly without additional allowances [2] - The allowances for external directors are subject to personal income tax deductions as per national regulations [2] - Allowances for external directors are calculated based on their actual tenure in case of resignation or changes in position [2] - Travel expenses and reasonable costs incurred by directors while performing their duties are reimbursed by the company [2][3] - Performance bonuses or allowances will not be granted to directors under certain circumstances, including public reprimands or significant legal violations [2][3] - The compensation and assessment committee of the board can adjust the remuneration based on industry conditions and the company's operational status [3] - The system requires approval from the shareholders' meeting after being reviewed by the board of directors [3]

Core Points - The document outlines the regulations governing the trading of company shares by directors, senior management, and securities representatives of Jiangxi Fuxiang Pharmaceutical Co., Ltd. [1][2] - It emphasizes compliance with relevant laws and regulations to prevent insider trading and market manipulation [2][4] - The document specifies the restrictions on share transfers and trading periods for directors and senior management [4][5] Group 1: Regulations and Compliance - The company establishes a system to regulate stock trading by its directors and senior management, ensuring adherence to the Company Law and Securities Law [1][2] - Directors and senior management must notify the board secretary of their trading plans three trading days in advance [2][3] - Specific prohibitions on share transfers are outlined, including restrictions during certain periods and under specific conditions [4][5] Group 2: Trading Restrictions - Directors and senior management cannot transfer shares within one year of the company's stock listing or within six months after leaving the company [4][5] - Trading is also restricted during the fifteen days prior to the announcement of annual and semi-annual reports [5][6] - Violations of trading regulations may result in the company recovering profits from illegal trades and disclosing the circumstances [6][7] Group 3: Reporting and Disclosure - Directors and senior management must report any changes in their shareholdings within two trading days [9][10] - The company is responsible for ensuring accurate and timely reporting of share transactions to the Shenzhen Stock Exchange [7][9] - Additional reporting requirements are imposed for significant shareholding changes that meet specific thresholds [9][10] Group 4: Accountability and Penalties - The company can impose penalties on directors and senior management for violations of the trading regulations, including warnings and potential dismissal [27][28] - Serious violations may lead to civil liability or criminal prosecution [27][28] - The company must maintain records of any violations and report them to regulatory authorities as required [28][29]

Core Points - The document outlines the procedural rules for the shareholders' meeting of Jiangxi Fuxiang Pharmaceutical Co., Ltd, aiming to enhance corporate governance and ensure shareholders can exercise their rights effectively [3][4][5] - The rules are based on relevant laws such as the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [3][4] - The shareholders' meeting is the company's decision-making body, responsible for significant corporate matters [5][6] Group 1: Shareholders' Meeting Structure - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held once a year within six months after the end of the previous fiscal year [4][5] - Temporary meetings can be called within two months of certain events, such as insufficient board members or requests from shareholders holding over 10% of shares [4][6] - The company must report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange if it cannot convene a meeting within the specified time [5][6] Group 2: Meeting Procedures - Legal opinions must be obtained for specific issues before the meeting, and the meeting can be held at the company's registered address or a specified location [5][6] - Shareholders have rights to information, to speak, to inquire, and to vote during the meeting [5][6] - The meeting must be conducted in accordance with the rules, ensuring order and protecting the rights of all shareholders [8][9] Group 3: Proposals and Voting - Proposals for the meeting must be within the shareholders' meeting's authority and comply with legal and regulatory requirements [22][23] - Shareholders holding over 1% of shares can propose items for discussion, and temporary proposals can be submitted up to 10 days before the meeting [22][23] - Voting can be conducted in person, online, or through other means, with specific rules governing the counting and reporting of votes [40][41][42] Group 4: Meeting Records and Execution - Detailed records of the meeting must be kept, including attendance, proposals, discussions, and voting results [59][60] - The board of directors is responsible for executing the resolutions passed during the meeting, with reports on execution provided to subsequent meetings [61][62] - Any amendments to the rules must be approved by the shareholders' meeting and comply with existing laws and regulations [65][66][67]

Summary of Key Points Core Viewpoint - The document outlines the management of resignations and terminations for directors and senior management at Jiangxi Fuxiang Pharmaceutical Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [2][3]. Chapter Summaries Chapter 1: General Provisions - The regulations apply to all directors and senior management of the company, including independent directors [2]. Chapter 2: Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, which must disclose the situation within two trading days [3]. - Directors automatically resign upon the expiration of their term if not re-elected by the shareholders' meeting [3]. - The shareholders' meeting can resolve to dismiss a director, effective immediately upon resolution [3]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [3]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within three working days after their resignation becomes effective [4]. - If the departing personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [4]. Chapter 4: Obligations of Departing Directors and Senior Management - Departing directors and senior management remain bound by their fiduciary duties for one year after their resignation [5]. - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [5]. - They must cooperate with the company in follow-up investigations regarding significant matters during their tenure [5]. Chapter 5: Accountability Mechanism - The board of directors will review any breaches of commitments or obligations by departing personnel and may pursue compensation for losses incurred [6]. - Departing personnel can appeal the board's decisions regarding accountability within 15 days of notification [6]. Chapter 6: Supplementary Provisions - Any matters not covered by these regulations will be governed by relevant national laws and the company's articles of association [7].

Core Viewpoint - The document outlines the regulations and procedures for Jiangxi Fuxiang Pharmaceutical Co., Ltd. regarding the management of external information reporting and usage, ensuring fair disclosure and preventing insider trading. Group 1: General Provisions - The company establishes this system to enhance the standardization of periodic reports and major event disclosures, ensuring compliance with relevant laws and regulations [1] - This system applies to the company, its functional departments, subsidiaries, and all relevant personnel involved in external information reporting [1] Group 2: Management of External Information Reporting - The Board of Directors is responsible for managing external information reporting, with the Chairman as the primary responsible person and the Board Secretary overseeing the daily management [2] - Company directors and senior management must adhere to legal requirements for information disclosure and follow necessary processes for periodic and temporary reports [2] Group 3: Confidentiality Obligations - Directors and senior management have a confidentiality obligation during the preparation of periodic reports and major events, prohibiting any leaks of report content before public disclosure [3] - The company must not provide undisclosed major information or financial data to external units without legal basis prior to the disclosure of periodic reports [3] Group 4: Approval Process for External Reporting - Before external reporting, relevant personnel must fill out an external information reporting approval form, which requires approval from department heads, the financial director, and the Board Secretary [3] - The responsible personnel must ensure the authenticity, accuracy, and completeness of the reported information, while the Board Secretary is accountable for compliance with reporting procedures [3] Group 5: Responsibilities of External Units - External units or individuals are prohibited from leaking undisclosed major information and from using such information for trading the company's securities [4] - In case of a leak, the company must be notified immediately, and it will report to the Shenzhen Stock Exchange [5] Group 6: Legal Consequences - Violations of the reporting and confidentiality regulations may result in the company seeking compensation for economic losses and recovering profits from unauthorized trading activities [5] - Criminal cases related to the misuse of undisclosed information will be referred to judicial authorities [5] Group 7: Additional Provisions - Any matters not covered by this system will be executed according to relevant laws, regulations, and the company's internal management systems [6] - The Board of Directors is responsible for the formulation, modification, and interpretation of this system [6]

Core Viewpoint - The document outlines the internal reporting system for significant information at Jiangxi Fuxiang Pharmaceutical Co., Ltd, aiming to ensure timely, accurate, and complete disclosure of information to protect investors' rights [1][2]. Group 1: Internal Reporting System - The internal reporting system is designed to manage significant information that may impact the company's stock and derivatives trading prices [1][2]. - The system applies to the company, wholly-owned subsidiaries, controlling subsidiaries, and affiliated companies [1]. Group 2: Reporting Obligations - Internal information reporters include company directors, senior management, department heads, shareholders holding more than 5% of shares, and other relevant personnel [1][2]. - The board of directors is responsible for managing significant information and its disclosure [2]. Group 3: Definition of Significant Information - Significant information includes matters submitted for board or audit committee review, major transactions exceeding 10% of audited annual revenue or net profit, and significant litigation or arbitration matters exceeding 10 million RMB [3][4]. - Other categories of significant information include major changes in operations, environmental issues, and risks related to major shareholders or actual controllers [5][6]. Group 4: Reporting Procedures - Departments must report potential significant information to the board secretary immediately upon awareness [8][9]. - The reporting process includes timely updates on the progress of significant matters and any changes that may affect stock prices [9][10]. Group 5: Management and Responsibility - The company implements a real-time reporting system for significant information, ensuring that all relevant parties report accurately and promptly [18][19]. - The securities affairs department and board secretary are responsible for preparing and disclosing periodic reports, including annual and quarterly reports [19][20].

Core Viewpoint - The document outlines the governance structure and operational guidelines for Jiangxi Fuxiang Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in protecting the interests of minority shareholders and ensuring the company's compliance with relevant laws and regulations [3][4][5]. Group 1: Governance Structure - The company aims to improve its governance structure by enhancing the board's composition and strengthening the oversight of non-independent directors and management [3]. - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships that could affect their impartial judgment [4][5]. - At least one-third of the board members must be independent directors, including at least one with accounting expertise [5][6]. Group 2: Responsibilities and Rights of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the right to independently hire external consultants for audits or investigations and can propose the convening of extraordinary shareholder meetings [11][18]. - Independent directors must disclose their dissenting opinions on board resolutions, ensuring transparency and accountability [20][21]. Group 3: Appointment and Termination - Independent directors can be nominated by the board or shareholders holding at least 1% of the company's shares, with a cumulative voting system for elections [10][11]. - Their term aligns with that of other directors but cannot exceed six consecutive years [14]. - If an independent director resigns, the company must fill the vacancy within 60 days to maintain the required proportion of independent directors [10][14]. Group 4: Compliance and Reporting - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [7]. - They must submit an annual performance report to the shareholders' meeting, detailing their attendance and participation in board activities [20][21]. - The company is obligated to provide independent directors with necessary resources and support to fulfill their duties effectively [23][24].

第一条 为完善公司治理结构，规范公司董事、高级管理人员提名程序， 为公司选拔合格的董事、高级管理人员，根据《中华人民共和国公司法》《上市 公司治理准则》《公司章程》及其他有关规定，公司特设立董事会提名委员会，并 制定本工作规则。 江西富祥药业股份有限公司 （2025年6月） 第一章 总则 第四条 提名委员会成员由三名董事组成，其中独立董事2名。 第三条 提名委员会负责研究董事、高级管理人员的选择标准和程序并 提出建议；广泛搜寻合格的董事和高级管理人员的人选；对董事候选人和高级 管理人员候选人选进行审查并提出建议。 第二条 提名委员会为董事会下设的专门委员会，对董事会负责。 第五条 提名委员会成员由董事长、二分之一以上独立董事或者全体董 事的三分之一提名，并由董事会选举产生。 第六条 提名委员会设主任委员（召集人）一名，由独立董事委员担任， 负责主持委员会工作；主任委员在委员内选举，并报请董事会批准产生。 第七条 提名委员会委员的任期与其在董事会任期一致，委员任期届满， 连选可以连任。期间如有委员不再担任公司董事职务，自动失去委员资格， 并由委员会根据上述第四至第五条规定补足委员人数。 第三章 职责权限 第八条 ...