Chapter 1 General Principles
Article 1
To further strengthen the management of related party transactions between Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company") and its controlling subsidiaries and related parties, clarify management responsibilities and divisions, protect the legitimate interests of the Company's shareholders and creditors, especially the legitimate interests of small and medium investors, and ensure that contracts for related party transactions comply with the principles of openness, fairness, and justice, this measure is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Shenzhen Stock Exchange Listing Rules" (hereinafter referred to as "Listing Rules"), "Hong Kong Stock Exchange Listing Rules" (hereinafter referred to as "HKEX Listing Rules"), and the "Articles of Association."
Article 2
When confirming and handling related party relationships and transactions, the Company must adhere to the following principles:
- Avoid or minimize related party transactions as much as possible;
- For necessary related party transactions, adhere to the principle of "truthful disclosure";
- When determining the price of related party transactions, follow the general business principles of "fairness, justice, openness, and equivalent compensation," and specify it in the agreement;
- Related parties must abstain from voting;
- The Company's board of directors should objectively assess whether the related party transaction is beneficial to the Company and, if necessary, hire professional evaluators or independent financial advisors for auditing.
Article 3
The Company must not harm the legitimate rights and interests of all shareholders, especially minority shareholders, when handling related party transactions.
Chapter 2 Related Parties and Relationships
Article 4
The Company's related parties include related legal entities (or other organizations) and related natural persons, and must also comply with the definitions of related persons as defined by the HKEX Listing Rules.
Article 5
Legal entities or other organizations that meet any of the following conditions are considered related legal entities of the Company:
- Legal entities (or other organizations) that directly or indirectly control the Company;
- Legal entities (or other organizations) directly or indirectly controlled by the legal entities (or other organizations) mentioned in the previous item, excluding the Company and its controlling subsidiaries;
- Legal entities (or other organizations) directly or indirectly controlled by related natural persons listed in Article 6, or serving as directors (excluding independent directors of both parties) or senior management, excluding the Company and its controlling subsidiaries;
- Legal entities (or other organizations) holding more than 5% of the Company's shares and their concerted actors;
- Other legal entities or organizations recognized by the China Securities Regulatory Commission, Shenzhen Stock Exchange, HKEX, or the Company as having a special relationship with the Company that may lead to a bias in the Company's interests.
Article 6
The Company's related natural persons are defined as:
- Natural persons who directly or indirectly hold more than 5% of the Company's shares;
- Directors and senior management of the Company;
- Directors, supervisors, and senior management of legal entities (or other organizations) that directly or indirectly control the listed company;
- Close family members of the individuals mentioned in items (1) and (2), including spouses, parents, parents-in-law, siblings and their spouses, children over 18 years old and their spouses, siblings of spouses and parents of spouses' children;
- Other natural persons recognized by the China Securities Regulatory Commission, Shenzhen Stock Exchange, HKEX, or the Company as having a special relationship with the Company that may lead to a bias in the Company's interests.