Huaxi Biotechnology Co., Ltd.

Raised funds management system

(Revised June 2024)

Chapter I General Provisions

Article 1 In order to standardize the management of the company's raised funds and improve the efficiency of the use of raised funds, according to the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), "the People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law"), "Listed Company Supervision Guidelines No. 2-Management and Use of Funds Raised by Listed Companies Regulatory Requirements", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and "Huaxi Biotechnology (hereinafter referred to as the" Articles of Association ") and other relevant provisions, combined with the actual situation of the company, this system is specially formulated.

Article 2 the term "raised funds" as mentioned in this system refers to the funds raised by the company through the issuance of securities to unspecified objects (including initial public offering of shares, rights issue, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) and the issuance of securities to specific objects, but does not include the funds raised by the company in implementing the equity incentive plan.

The company's raised funds shall be stored, used and managed in accordance with the provisions of this system, so that the use of funds is standardized, open and transparent.

The controlling shareholder and actual controller of the company shall not directly or indirectly occupy or misappropriate the company's raised funds, and shall not use the company's raised funds and raised funds investment projects (hereinafter referred to as fund-raising projects) to obtain improper benefits.

The funds raised by the company shall be used in accordance with the purposes listed in the prospectus or other public offering documents. If a company changes the use of funds listed in the prospectus or other public offering documents, it must be resolved by the general meeting of shareholders.

Article 3 The board of directors of the company shall be responsible for establishing and improving and ensuring the effective implementation of this system, so as to ensure the openness, transparency and standardization of the use of raised funds. The company shall, in accordance with the provisions of the Company Law, the Securities Law and other laws, regulations and normative documents, timely and continuously disclose the use of raised funds and the specific arrangements for the key investment of raised funds in the field of scientific and technological innovation, and fulfill the obligation of information disclosure. If the fund-raising investment project is implemented through a subsidiary of the company or other enterprise controlled by the company, the subsidiary and the enterprise shall comply with the provisions of this system.

Chapter II Special Account Storage of Raised Funds

Article 4 The company's raised funds shall be deposited in the special account for raised funds (hereinafter referred to as the "special account") established with the approval of the board of directors for centralized management. The special account shall be dedicated to the deposit of raised funds, and shall not be used for non-raised funds or other purposes; the company shall not store the raised funds in other bank accounts (including but not limited to basic accounts, other special accounts, and temporary accounts); The company can open multiple special bank accounts for raised funds according to business needs, and the funds of the same fundraising project can be stored in multiple special accounts.

Article 5 After the fund-raising funds are in place, the company shall go through the capital verification procedures in a timely manner, and the capital verification report shall be issued by an accounting firm with securities and futures-related business qualifications. The Company shall deposit the proceeds in a timely and complete manner in the proceeds storage account.

Article 6 The Company shall, within one month after the receipt of the raised funds, sign a tripartite supervision agreement with the sponsor or independent financial adviser and the commercial bank that deposits the raised funds (hereinafter referred to as the commercial bank). The agreement shall include at least the following:

The (I) company shall deposit the raised funds in a special account;

(II) commercial banks shall provide the company with monthly bank statements for fund-raising accounts, with copies.

Sponsor or independent financial advisor;

The (III) sponsor or independent financial adviser may go to the commercial bank at any time to inquire about the fund-raising special.

Account data;

(IV) the liability of the company, commercial bank, sponsor or independent financial adviser for breach of contract.

If the company implements the fund-raising project through a holding subsidiary or other entity, the company, the company implementing the fund-raising project, the commercial bank and the sponsor or the independent financial adviser shall jointly sign a tripartite supervision agreement, and the company and the company implementing the fund-raising project shall be regarded as a common party.

If the above-mentioned agreement is terminated early due to changes in commercial banks, sponsors or independent financial advisers before the expiration of the validity period, the company shall sign a new agreement with the relevant parties within one month from the date of termination of the agreement.

Chapter III Use of Raised Funds

Article 7 The company shall use the raised funds in accordance with the plan for the use of the raised funds promised in the issuance application documents, and implement special funds for special purposes.

In the event of a situation that seriously affects the normal operation of the plan to use the proceeds, the company shall make a timely announcement.

Article 8 The funds raised by the Company shall, in principle, be used for the main business and invested in the field of scientific and technological innovation.

The company shall not use the proceeds of the following acts:

(I), in addition to financial enterprises, the funds raised are used to carry out entrusted financial management (except cash management),

Financial investments such as entrusted loans, high-risk investments such as investments in securities and derivatives,

and investing directly or indirectly in companies whose principal business is the purchase and sale of marketable securities;

(II) change the use of the proceeds in disguised form by pledge, entrusted loan or other means;

The (III) will directly or indirectly provide the proceeds to the controlling shareholder, the actual controller and other related persons.

Use to facilitate the use of fundraising projects by related parties to obtain illegitimate benefits;

(IV) other acts that violate the regulations on the management of raised funds.

Article 9 If a company invests in a fund-raising project in advance with self-raised funds, it may, after the fund-raising funds are received in the account, six

Within a month, to raise funds to replace self-financing.

The replacement matter shall be considered and approved by the board of directors of the company, the accounting firm shall issue an attestation report, and the supervisory board, the sponsor institution or the independent financial adviser shall issue an express consent. The company shall make an announcement within 2 trading days after the meeting of the board of directors.

Article 10 The temporarily idle raised funds may be managed in cash, and the products invested by them shall meet the conditions of high safety and good liquidity, and shall not affect the normal operation of the investment plan of the raised funds. Investment products shall not be pledged, and the special settlement account for products (if applicable) shall not deposit non-raised funds or be used for other purposes. If a special settlement account for products is opened or canceled, the company shall report to the Shanghai Stock Exchange for filing and announcement within 2 trading days.

Article 11 the use of idle raised funds to invest in products shall be examined and approved by the board of directors of the company, and the sponsor institution or independent financial adviser or the board of supervisors shall issue a clear consent. The company shall announce the following contents within 2 trading days after the meeting of the board of directors:

(I) the basic information of this fund-raising, including the time of raising, the amount of funds raised, the amount of funds raised.

Net capital and investment plan, etc;

(II) the use of raised funds;

(III) the amount and duration of the idle fund-raising investment products, whether there is a disguised change in the fund-raising.

The behavior of the use of funds and measures to ensure that the normal progress of the fund-raising project will not be affected;

The income distribution method, investment scope and safety of (IV) investment products;

(V) the opinions issued by the board of supervisors, the recommendation institution or the independent financial adviser;

Article 12 The Company shall ensure the authenticity and fairness of the use of the proceeds and prevent the proceeds from

Occupation or misappropriation by related parties, and effective measures are taken to prevent related parties from using raised funds to invest in projects to obtain improper benefits. The shareholders of the company shall not misappropriate or occupy the raised funds.

The directors, supervisors and senior managers of the company have the obligation to maintain that the funds raised by the company will not be occupied or misappropriated by the controlling shareholders and actual controllers. In the event that the controlling shareholder or the actual controller directly or indirectly occupies or misappropriates the funds raised by the company, the directors, supervisors and senior managers of the company shall take all necessary measures to recover them. The company will punish the directly responsible person and remove the directors and supervisors who are seriously responsible in accordance with relevant regulations.

Article 13 The expenditure of raised funds must strictly abide by the company's system of fund management and this system.

to fulfill the relevant approval procedures.

The expenditure of all fund-raising projects shall first be put forward by the fund use department, which shall be approved by the competent leader of the department, submitted to the chief financial officer for examination and approval, and approved by the general manager before payment can be made. The general manager shall examine and approve in strict accordance with the scope of authorization of the board of directors, the rules of procedure of the board of directors, and the articles of association of the company, It should be reported to the board of directors or the general meeting of shareholders for approval.

The funds raised for the construction of the project shall be organized and implemented according to the planned progress promised by the board of directors of the company. The fund using department shall prepare a specific work schedule plan to ensure that all work can be completed according to the planned progress, and regularly submit the specific work schedule and actual completion progress to the company's financial department and the secretary of the board of directors. Right.

When the investment project cannot be completed as promised due to unforeseen objective factors, the actual situation must be publicly disclosed and the reasons must be explained in detail.

Article 14 The Company may temporarily use idle proceeds to supplement liquidity, but shall comply with

The following conditions:

The (I) shall not change the use of the proceeds in disguise and shall not affect the normal investment plan of the proceeds.

proceed;

The (II) is limited to the production and operation related to the main business, and shall not be used directly or indirectly.

For new share placements, subscriptions, or for shares and their derivatives, convertible public shares.

Transactions in bonds, etc;

The time for a single replenishment of liquidity by the (III) shall not exceed 12 months;

The (IV) has returned the previously expired funds raised for temporary replenishment of working capital (if appropriate.

with).

Article 15 Where idle raised funds are temporarily used to supplement working capital, the board of directors of the company shall be approved.

After deliberation and approval, the sponsor and the board of supervisors issued a clear agreement, and reported to the Shanghai Stock Exchange and announced it within 2 trading days after the board meeting.

Before the maturity date of the supplementary working capital, the company shall return this part of the funds to the special account for raised funds, and report to the Shanghai Stock Exchange and make an announcement within 2 trading days after all the funds are returned.

Article 16 The amount of net funds actually raised by the company exceeds the amount of funds planned to be raised (the following is brief

Called over-raised funds), which can be used to permanently replenish working capital or repay bank loans, but the cumulative amount used every 12 months shall not exceed 30% of the total over-raised funds, and it shall promise not to make high-risk investments and provide financial assistance to objects other than holding subsidiaries within 12 months after replenishing working capital.

The provisions of the preceding paragraph shall not apply to the joint investment of investment funds related to the main business of the company and professional investment institutions, or investment funds such as industrial investment funds in poverty-stricken areas and poverty alleviation public welfare funds operated by the market.

Article 17 Where the over-raised funds are used to permanently replenish liquidity or repay bank loans, they shall be approved.

The board of directors and the general meeting of shareholders of the company shall consider and approve it, and provide shareholders with an online voting method, and the board of supervisors, sponsor institutions or independent financial advisers shall express their explicit consent. The company shall announce the following contents within 2 trading days after the meeting of the board of directors:

(I) the basic information about the proceeds, including the timing of the proceeds, the amount of the proceeds, the net amount of the proceeds, and the amount of the excess proceeds;

(II) do not make high-risk investments and provide for others for 12 months after replenishment of liquidity.

Commitment to financial support;

(III) the opinions issued by the supervisory board, the sponsor or the independent financial adviser.

Article 18 The company will use the over-raised funds for projects under construction and new projects (including the acquisition of assets, etc.)

The company shall invest in the main business, conduct a scientific and prudent feasibility analysis of the investment project, submit it to the board of directors for consideration and approval, and the board of supervisors, the sponsor or the independent financial adviser shall issue a clear consent, and fulfill the obligation of information disclosure in a timely manner.

The company plans to use over-raised funds for a single time to reach 50 million yuan and reach 10% of the total over-raised funds.

The above shall also be submitted to the general meeting of shareholders for consideration and approval.

Article 19 After the completion of a single or all fund-raising project, the company will raise funds from the project savings.

(including interest income) for other purposes shall be considered and approved by the Board of Directors and shall not be used until the Board of Supervisors, the sponsor or the independent financial adviser has expressed their express consent. The company shall be announced within 2 trading days after the board of directors.

If the proceeds of the savings (including interest income) are less than 10 million, they may be exempted from the provisions of the preceding paragraph.

to perform the procedures, but the company shall disclose the use of the relevant proceeds in its annual report.

Chapter IV Change of Investment of Raised Funds

Article 20 The following circumstances shall be regarded as a change in the use of the raised funds:

(I) cancel or terminate the original fund-raising projects, implement new projects or supplement working capital;

The (II) changes the implementation entity of the fund-raising project, but the company and its wholly-owned or controlled subsidiaries change.

Other than that;

(III) changes in the implementation of fundraising projects;

(IV) other circumstances recognized by the Shanghai Stock Exchange.

Article 21 The company's use of raised funds must comply with relevant laws, administrative regulations and norms.

The provisions of the sexual document. The proceeds shall be used in accordance with the purposes set out in the prospectus or prospectus. Male

If there is a change in the company's fund-raising project, it must be approved by the board of directors and the general meeting of shareholders, and the sponsor or independent financial adviser or the board of supervisors shall issue a clear consent before the change.

If the company only changes the implementation location of the fund-raising project, it may be exempted from the procedures in the preceding paragraph, but it shall be examined and approved by the board of directors of the company, and the reasons for the change and the opinions of the sponsor or independent financial adviser shall be announced within 2 trading days.

Article 22 The fund-raising projects after the change of the company shall be invested in the main business.

The board of directors of the company shall conduct a scientific and prudent feasibility analysis of the new fund-raising projects, be sure that the investment projects have good market prospects and profitability, effectively prevent investment risks and improve the efficiency of the use of raised funds.

Article 23 If the company intends to change the fund-raising project, it shall submit it to the board of directors for consideration and approval.

The following shall be announced within the trading day:

(I) the basic situation of the original fundraising project and the specific reasons for the change;

(II) the basic situation and risk tips of new investment projects;

(III) investment plans for new fundraising projects;

A statement (IV) the newly raised investment project has been obtained or has yet to be approved by the relevant department (if applicable);

(V) the opinions of the board of supervisors, the sponsor or the independent financial adviser on the change of the fund-raising project;

A statement (VI) the change of the fund-raising project is still to be submitted to the general meeting of shareholders for consideration;

(VII) other contents required by Shanghai Stock Exchange.

If the new fund-raising project involves related transactions, purchase of assets or foreign investment, it shall also be disclosed with reference to the relevant rules.

Article 24 The company intends to transfer or replace the fund-raising project (fund-raising project in the company's real

Except for all external transfers or replacements in the implementation of a major asset reorganization), the following shall be announced within 2 trading days after it is submitted to the Board of Directors for consideration:

(I) the specific reasons for the external transfer or replacement of the fund-raising project;

(II) the amount of the raised funds invested in the project;

(III) the degree of completion of the project and the benefits realized;

(IV) the basic situation and risk tips of the project (if applicable);

The pricing basis and related income of (V) transfer or replacement;

The (VI) supervisory board, the sponsor or the independent financial adviser on the transfer or replacement of the fund-raising project.

Opinions;

(VII) the transfer or replacement of the fund-raising project is still to be submitted to the general meeting of shareholders for consideration;

(VIII) other contents required by Shanghai Stock Exchange.

The company shall pay full attention to the collection and use of the transfer price, the change of ownership of the exchanged assets and the continuous operation of the exchanged assets, and fulfill the necessary information disclosure obligations.

Article 25 The board of directors shall, in accordance with relevant laws, administrative regulations, departmental rules and normative documents

and the Articles of Association of the Company to disclose the use of the proceeds in a timely manner in periodic reports.

Chapter V Management and Supervision of Raised Funds

Article 26 The company shall truthfully, accurately and completely disclose the actual use of the raised funds.

condition.

Article 27 Application, approval authority, decision-making procedures and risk control for the use of the company's raised funds

The measures and information disclosure procedures shall strictly comply with the Articles of Association, the rules of procedure and the relevant provisions of the company system such as this system. During the use of the raised funds, the company should strengthen internal management. The financial department of the company is responsible for the daily financial supervision of the use of raised funds and the use and effect of the funds.

The financial department of the company shall establish an account for the management and use of the raised funds, and record in detail the deposit bank, account number, deposit amount, items used, use of each item and its corresponding amount, date of use, corresponding accounting voucher number, corresponding contract, approval procedure and other matters.

Article 28 If the company has the use of raised funds in the current year, the board of directors of the company shall continue to pay attention to the use of raised funds.

The actual management and use of the collected funds, comprehensively check the progress of the raised investment projects every half year, and issue the "Special Report on the Deposit and Actual Use of the Company's Raised Funds" (hereinafter referred to as the "Special Report on Raised Funds").

If there is a difference between the actual investment progress of the fund-raising project and the investment plan, the company shall explain the specific reasons in the Special Report on Raising Funds. If there is a situation of using idle raised funds to invest in products in the current period, the company shall disclose the income of the reporting period and the investment share, contracting party, product name, term and other information at the end of the period in the Special Report on Raised Funds.

The Special Report on Raised Funds shall be approved by the Board of Directors and the Board of Supervisors, and shall be announced within 2 trading days after it is submitted to the Board of Directors for consideration. During the annual audit, the Company shall engage an accounting firm to issue an attestation report on the deposit and use of the proceeds, which shall be disclosed when the annual report is disclosed.

Article 29 The independent directors shall pay attention to the actual use of the proceeds and the disclosure of the company.

There are no significant differences. With the consent of more than 1/2 independent directors, the independent directors may engage an accounting firm to issue an attestation report on the deposit and use of the proceeds. The company shall actively cooperate and bear the necessary expenses.

Article 30 The sponsor institution or independent financial adviser shall raise funds for the company at least every half year.

A site survey of the storage and use of the site.

After the end of each fiscal year, the sponsor or independent financial adviser shall issue a special verification report on the deposit and use of the company's annual proceeds, which shall be disclosed when the company discloses its annual report. The verification report shall include the following:

(I) the deposit, use and balance of the raised funds;

(II) the progress of the fund-raising project, including the difference with the progress of the fund-raising investment plan.

different;

(III) the replacement of self-raised funds with raised funds for investment projects that have been invested in advance with raised funds

(if applicable);

The situation and effect of (IV) idle raised funds to supplement working capital (if applicable);

(V) the use of over-raised funds (if applicable);

Changes in the investment direction of (VI) raised funds (if applicable);

Concluding opinions (VII) whether the deposit and use of the company's raised funds are in compliance;

(VIII) other contents required by Shanghai Stock Exchange.

After the end of each fiscal year, the board of directors of the company shall disclose the concluding opinions of the sponsor's special verification report and the accounting firm's certification report in the "Special Report on Raised Funds.

Article 31 The directors, supervisors and senior management of a company shall be diligent and responsible and urge the company

Standardize the use of raised funds, consciously maintain the safety of the company's raised funds, and shall not participate in, assist or connive at the company's unauthorized or disguised changes in the use of raised funds. If the company suffers losses due to the use of raised funds in violation of national laws, regulations, articles of association and this system, the relevant responsible person shall bear civil liability for compensation.

Chapter VI Supplementary Provisions

Article 32 If the raised funds are used through the company's subsidiaries or other enterprises controlled by the company,

This system applies.

Article 33 The term "above" in this system includes this number; "less than" and "more than" do not include this number.

Article 34 Matters not covered in this system shall be in accordance with the relevant laws, administrative regulations and normative documents of the state.

and the Articles of Association. If the provisions of this system conflict with relevant laws, administrative regulations, normative documents and the articles of association, the provisions of laws, administrative regulations, normative documents and the articles of association shall prevail.

Article 35 This system shall take effect from the date of approval by the general meeting of shareholders and shall be the responsibility of the board of directors of the company.

Interpretation, the original system shall be abolished from the date of entry into force of this system.

Huaxi Biotechnology Co., Ltd.

June 2024