Core Viewpoint - The document outlines the management and usage of raised funds by Jiangxi Fuxiang Pharmaceutical Co., Ltd., emphasizing the establishment of a clear investment management system to ensure the safety and efficiency of fund usage while protecting the rights of the company and its shareholders [1][2]. Fund Management System - The company must establish a system for the storage, usage, modification, supervision, and accountability of raised funds, including clear approval authority and risk control measures [1][2]. - The board of directors is responsible for ensuring the effective implementation of this system [2][4]. Fund Storage Management - Raised funds must be stored in a special account approved by the board of directors, and these accounts should not hold non-raised funds or be used for other purposes [2][3]. - A tripartite supervision agreement must be signed between the company, the sponsoring institution, and the commercial bank where the funds are stored [3][4]. Fund Usage Management - Funds must be used according to the investment plan outlined in the issuance application documents, and any significant deviations must be reported to the Shenzhen Stock Exchange [5][6]. - The company is prohibited from using raised funds for financial investments, such as trading financial assets or lending to others [6][7]. Fund Usage Change - Changes in the use of raised funds require board and shareholder approval, and the company must conduct feasibility analyses for new projects [18][19]. - If the remaining funds from completed projects are less than 5% of the net amount raised, the company may use them for other purposes without going through the usual approval process [14]. Supervision and Reporting - The board must conduct a comprehensive review of the progress of investment projects every six months and report on the storage and usage of raised funds [24][25]. - The sponsoring institution is required to conduct on-site inspections of the fund management every six months and issue a special verification report annually [25][26].

Core Viewpoint - The document outlines the foreign exchange hedging policy of Jiangxi Fuxiang Pharmaceutical Co., Ltd., emphasizing risk management and compliance with relevant laws and regulations [3][4][5]. Summary by Sections General Provisions - The policy aims to standardize the foreign exchange hedging activities of the company and its subsidiaries to effectively prevent and control risks [3]. - Foreign exchange hedging activities are defined as transactions conducted with qualified financial institutions to mitigate exchange rate or interest rate risks [3]. Operational Regulations for Foreign Exchange Hedging - The company will not engage in hedging solely for profit; all activities must be based on normal business operations and aimed at risk avoidance [4]. - Transactions are restricted to approved financial institutions, and the company must establish its own hedging accounts [4][5]. - The company must have sufficient self-owned funds to match the margin for hedging activities and cannot use raised funds for these transactions [4]. Approval Authority for Foreign Exchange Hedging - All hedging activities require approval from the board of directors or shareholders, with specific thresholds for reporting to shareholders based on investment amounts [5][6]. - The chairman of the board or authorized personnel are responsible for the implementation and management of hedging activities [6]. Management and Internal Procedures - The finance department is responsible for the execution of hedging activities, including planning, funding, and daily management [7]. - The audit department oversees the actual operations of hedging activities, ensuring compliance and monitoring financial performance [7]. Confidentiality and Risk Reporting - All personnel involved in hedging must adhere to confidentiality protocols regarding the company's hedging strategies and financial information [8]. - In the event of significant risks or losses, the finance department must report to the board and propose countermeasures [8]. Information Disclosure - The company is required to disclose relevant information regarding its foreign exchange hedging activities in accordance with regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [8]. Miscellaneous - The policy will take effect upon approval by the board and will be interpreted by the board of directors [9].

Core Points - Jiangxi Fushine Pharmaceutical Co., Ltd. aims to maximize shareholder value while providing safe and effective pharmaceutical products globally [3][4] - The company was established on August 29, 2012, and registered with a capital of RMB 538,648,934 [3][4] - The company operates as a public limited company and is governed by its articles of association, which are legally binding [2][3] Company Structure - The company is a permanent public limited company, with the chairman acting as the legal representative [2][3] - Shareholders are liable only to the extent of their subscribed shares, while the company is responsible for its debts with its total assets [2][3] - The articles of association provide a framework for the rights and obligations of shareholders, directors, and senior management [2][3] Business Objectives and Scope - The company's business objective is to maximize shareholder interests and innovate in the pharmaceutical sector [3][4] - The business scope includes the production and import/export of pharmaceuticals and hazardous chemicals, among other activities [3][4] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [4][5] - The total number of shares issued is 538,648,934, all of which are ordinary shares [4][5] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company governance [9][10] - Shareholders must comply with laws and the articles of association, and they cannot withdraw their capital except as legally permitted [14][15] - The articles outline the responsibilities of controlling shareholders and actual controllers to protect the interests of the company and other shareholders [14][15] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [47][48] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [57][58] - The articles specify the voting procedures and requirements for decision-making during shareholder meetings [63][64]

Core Viewpoint - Jiangxi Fuxiang Pharmaceutical Co., Ltd. is revising its Articles of Association and management systems, including a significant change in the use of repurchased shares from employee stock ownership plans to capital reduction through share cancellation [1][2]. Summary by Sections Revision of Articles of Association - The company plans to change the purpose of 11,355,900 repurchased shares from "for employee stock ownership plans or equity incentives" to "for cancellation and reduction of registered capital" [1]. - Following this cancellation and capital reduction, the total share capital will decrease from 550,004,834 shares to 538,648,934 shares, and the registered capital will change from RMB 550,004,834 to RMB 538,648,934 [1]. Management System Development - The company is establishing a board member departure management system to ensure accountability for unfulfilled public commitments and other outstanding matters [2]. - Additionally, the company is creating an information disclosure deferral and exemption management system to clarify internal review procedures for such disclosures [2]. Modification of Existing Management Systems - The company is updating several governance systems in accordance with the latest revisions of relevant laws and regulations, including the Articles of Association and information disclosure management [3]. - Specific modifications include changes to the "Rules of Procedure for Shareholders' Meetings," "Rules of Procedure for Board Meetings," "Independent Director Work System," "Related Party Transaction Management System," and "Director Allowance Management System," which will also require shareholder meeting approval [3].

Core Points - The document outlines the operational guidelines and management structure of Jiangxi Fuxiang Pharmaceutical Co., Ltd, emphasizing the need for institutionalization, standardization, and scientific management to ensure sound decision-making [2][3] Group 1: General Provisions - The company aims to adapt to modern corporate governance requirements and ensure the correctness and rationality of major business decisions [2] - The General Manager is responsible for daily operations under the Board of Directors' leadership and must execute board resolutions [2] Group 2: Appointment of General Manager - The General Manager and Board Secretary are nominated by the Chairman and appointed by the Board of Directors, while other senior management is nominated by the General Manager [3] - The General Manager's term is three years, with the possibility of reappointment [3] Group 3: Powers and Responsibilities of the General Manager - The General Manager has the authority to manage daily operations, implement annual plans, and propose internal management structures [5][6] - In emergencies, the General Manager can make temporary decisions outside their usual authority but must report to the Board afterward [5] Group 4: Responsibilities of the Deputy General Manager - The Deputy General Manager assists the General Manager and is responsible for their designated duties, reporting regularly to the General Manager [7] Group 5: Financial Responsibilities - The company appoints a Financial Officer responsible for managing financial activities and ensuring compliance with financial regulations [9] - The Financial Officer must report to the General Manager and participate in major financial decision-making [9] Group 6: Dismissal of the General Manager - The Board of Directors must dismiss the General Manager under specific circumstances, such as the end of the term or failure to meet appointment conditions [10][11] - The General Manager cannot resign without prior approval from the Board, especially in critical situations [11][12]

Core Viewpoint - The company has established a system to enhance the accountability of annual report information disclosure, aiming to improve the quality and transparency of financial reporting and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: Accountability and Responsibility - The system applies to all personnel involved in the annual report disclosure process, including major shareholders, directors, senior management, and relevant staff, holding them accountable for significant economic losses or negative social impacts caused by non-compliance [1][2]. - The company emphasizes strict adherence to the "Enterprise Accounting Standards" and internal control systems to ensure that financial reports accurately reflect the company's financial status, operational results, and cash flows [2][3]. Group 2: Identification of Major Errors - Major errors in annual report disclosures include significant accounting errors in financial reports, substantial discrepancies in performance forecasts, and other significant omissions or errors in disclosures [2][3][4]. - Specific criteria for identifying major accounting errors include discrepancies exceeding 5% of total audited assets, net assets, revenues, or net profits, with absolute amounts exceeding 5 million [4][5]. Group 3: Correction and Audit Procedures - When significant errors are identified, the company must engage a qualified accounting firm to audit the corrected financial reports [5][6]. - The internal audit department is responsible for collecting relevant information, investigating causes, and proposing corrective measures, which must be reviewed by the board of directors [5][6]. Group 4: Consequences of Major Errors - The company will pursue accountability for individuals responsible for significant errors in annual report disclosures, including the chairman, general manager, and financial officers, who bear primary responsibility for the accuracy and completeness of financial reports [6][7]. - Penalties for responsible individuals may include internal criticism, warnings, demotions, or even termination of employment, depending on the severity of the error [7][8].

证券代码：300497 证券简称：富祥药业 公告编号：2025-043 江西富祥药业股份有限公司 关于召开2025年第二次临时股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 1、会议名称：2025 年第二次临时股东大会。 2、会议召集人：公司董事会。 3、会议召开的合法、合规性：本次股东大会的召集、召开程序符合有关法律、 行政法规、部门规章、规范性文件和公司章程的规定。 本次股东大会的召开经公司第四届董事会第二十八次会议审议通过。 4、会议时间： （1）现场会议召开时间为：2025 年 7 月 14 日（星期一）下午 14:30 （2）网络投票时间：2025 年 7 月 14 日，其中，通过深圳证券交易所系统进行网 络投票的时间为 2025 年 7 月 14 日上午 9：15—9：25，9：30—11：30，下午 13：00 —15：00；通过深圳证券交易所互联网投票系统投票的具体时间为 2025 年 7 月 14 日 9：15-15：00 的任意时间。 5、会议召开方式：本次股东大会采取现场会议投票与网络投票相结合的方式。 公司将通过深圳证券 ...

一、监事会会议召开情况 江西富祥药业股份有限公司（以下简称"公司"）第四届监事会第十八次会议通 知于 2025 年 6 月 25 日以电子邮件等方式通知全体监事，并于 2025 年 6 月 27 日以现 场及通讯的方式举行。会议应出席监事 3 人，实际出席会议的监事 3 人。会议由监事 会主席杨海滨主持。会议召开和表决程序符合《中华人民共和国公司法》等法律、法 规及本公司章程的有关规定，合法有效。 证券代码：300497 证券简称：富祥药业 公告编号：2025-042 江西富祥药业股份有限公司 第四届监事会第十八次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 1、审议通过《关于变更回购股份用途并注销的议案》 经审核，监事会认为：公司本次变更回购股份用途并注销的事项符合《上市公司 股份回购规则》和《深圳证券交易所上市公司自律监管指引第 9 号一一回购股份》等 法律、法规及规范性文件的有关规定，且审议程序合法合规，不会对公司的财务状况 和经营成果产生重大不利影响，也不存在损害公司及全体股东利益的情形。 表决结果：3 票同意，0 票反对，0 票弃权。 ...

证券代码：300497 证券简称：富祥药业 公告编号：2025-041 江西富祥药业股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 一、董事会会议召开情况 江西富祥药业股份有限公司（以下简称"公司"）第四届董事会第二十八次会议于 2025 年 6 月 25 日以电子邮件等方式通知全体董事，并于 2025 年 6 月 27 日以现场及 通讯的方式在景德镇市昌江区鱼丽工业区 2 号公司三楼会议室举行。 会议应出席董事 7 人，实际出席的董事 7 人，其中董事柯丹女士、刘洪先生、陈 祥强先生、计小青女士以通讯表决方式出席会议。会议由董事长包建华主持，公司监 事、高管列席会议。会议召开和表决程序符合《中华人民共和国公司法》等法律、法 规及本公司章程的有关规定，合法有效。 二、董事会会议审议情况 第四届董事会第二十八次会议决议公告 经与会董事审议，通过如下决议： （一）审议通过《关于变更回购股份用途并注销的议案》 基于对公司未来发展的信心及价值的认可，公司综合考虑资本市场情况，为提高 公司长期投资价值并提升每股收益水平，进一步增强投资者信心，有效维护公司股 ...

| 第一章 | 总则 3 | | --- | --- | | 第二章 | 对外信息报送及使用管理 3 | | 第三章 | 附则 5 | 第一章 总则 第一条 为加强江西富祥药业股份有限公司（以下简称"公司"）定期报告及 重大事项在编制、审议和披露期间，公司外部信息报送和使用管理的规范性，确 保公平信息披露，避免内幕交易，根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司信息披露管理办法》《深圳证券交易所创业板股票上市 规则》等有关法律、法规及《公司章程》《公司信息披露管理制度》《公司内幕 信息知情人登记制度》等规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司及下设的各职能部门、子公司，公司的董事、高 级管理人员及其他相关人员，公司对外报送信息涉及的外部单位或个人。 第三条 本制度所指"信息"，是指尚未以合法方式公开的、对公司股票交易 价格可能产生影响的所有信息，包括但不限于定期报告、临时公告、业绩预告、 财务数据、统计数据、需报批的重大事项等。 本制度所指"尚未以合法方式公开"，是指公司尚未在中国证券监督管理委员 会指定的上市公司信息披露刊物或网站上正式公告。 江西富祥药业股份有限 ...