Zhifei Biotech: Board Secretary Work System
Chongqing Zhifei Biological Products Co., Ltd. Board Secretary Work System
Chongqing Zhifei Biological Products Co., Ltd.
Board secretary work system
Chapter 1 General Principles
Article 1 In order to further standardize the company's internal operating mechanism, safeguard the legitimate rights and interests of the company and investors, and clarify the work responsibilities and procedures of the board secretary, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the Shenzhen Stock Exchange Entrepreneurship This system is formulated based on the actual situation of the company and the relevant provisions of the "Articles of Association of Chongqing Zhifei Biological Products Co., Ltd." (hereinafter referred to as the "Articles of Association") and other laws, administrative regulations, departmental rules, normative documents, relevant regulations of the Shenzhen Stock Exchange (hereinafter referred to as the "Laws and Regulations") and the Articles of Association of Chongqing Zhifei Biological Products Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The board of directors shall have a board secretary, who is a senior manager of the company. He shall be nominated by the chairman of the board of directors, appointed or dismissed by the board of directors, and shall be responsible to the company and the board of directors.
Article 3 The secretary of the board of directors is responsible for the company’s information disclosure affairs and is the designated contact person between the company and the regulatory authorities and the Shenzhen Stock Exchange.
Article 4 The secretary of the board of directors shall abide by the Articles of Association, assume the relevant legal responsibilities of senior managers, have a duty of loyalty and diligence to the company, and shall not use his authority to seek benefits for himself or others.
Chapter 2 Qualifications of Board Secretary
Article 5 The secretary to the board of directors shall have the necessary financial, management, legal and other professional knowledge and experience to perform his duties, have good professional ethics and personal qualities, and obtain the qualifications for the position of secretary to the board of directors prescribed by the Shenzhen Stock Exchange. Persons under any of the following circumstances are not allowed to serve as company board secretary:
(1) Situations in which you are not allowed to serve as a director or senior manager in accordance with the Company Law and other laws and regulations and other relevant provisions;
(2) The China Securities Regulatory Commission has taken measures to prohibit market entry from serving as directors or senior managers of listed companies, and the period has not yet expired;
Chongqing Zhifei Biological Products Co., Ltd. Board Secretary Work System
(3) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, and the term has not yet expired;
(4) Received administrative punishment from the China Securities Regulatory Commission in the past 36 months;
(5) Having been publicly condemned by the stock exchange or criticized in three or more notifications in the past 36 months;
(6) The Articles of Association stipulate that the company is not suitable to serve as a senior manager;
(7) Other circumstances where the China Securities Regulatory Commission and the Shenzhen Stock Exchange determine that the person is not suitable to serve as the secretary of the board of directors. If the proposed secretary to the board of directors is investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and no clear conclusion has been reached, the company shall promptly disclose the reasons for the proposed appointment of the person and whether there are any circumstances that will affect the company's standardized operations, and indicate relevant risks.
Article 6 The secretary of the board of directors shall be the director, vice president, chief financial officer or other senior management personnel specified in the Articles of Association of the company.
In addition to meeting the requirements for senior management personnel stipulated in the Articles of Association, the company should explain whether the candidate is familiar with laws and regulations related to performance of duties, has professional ethics consistent with the job requirements, and has corresponding professional competence and experience.
Chapter 3 Responsibilities of the Board Secretary
Article 7 The main responsibilities of the secretary of the board of directors:
(1) Responsible for the company’s information disclosure affairs, coordinate the company’s information disclosure work, organize and formulate the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to comply with relevant regulations on information disclosure;
(2) Responsible for the company’s investor relations management and shareholder information management, and coordinate information communication between the company and securities regulatory agencies, shareholders and actual controllers, securities service agencies, media, etc.;
(3) Organize and prepare for board of directors meetings and shareholders’ meetings, participate in shareholders’ meetings, board of directors meetings and senior management-related meetings, and be responsible for recording and signing of board meeting minutes;
(4) Responsible for the confidentiality of company information disclosure, and promptly report and announce to the Shenzhen Stock Exchange when undisclosed major information is leaked;
(5) Pay attention to public media reports and take the initiative to verify the true situation, and urge the board of directors to respond to inquiries from the Shenzhen Stock Exchange in a timely manner;
Chongqing Zhifei Biological Products Co., Ltd. Board Secretary Work System
(6) Organize directors and senior managers to conduct training on securities laws and regulations, stock listing rules of the Shenzhen Stock Exchange and other relevant regulations of the Shenzhen Stock Exchange, and assist the aforementioned personnel in understanding their respective rights and obligations in information disclosure;
(7) Urge directors and senior managers to abide by laws, regulations and the Articles of Association, and earnestly fulfill the commitments they have made; when they learn that the company has made or may make resolutions that violate relevant regulations, they should be reminded and immediately and truthfully reported to the Shenzhen Stock Exchange;
(8) Other duties required by the Company Law, Securities Law, China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 8 The company shall provide convenient conditions for the secretary of the board of directors to perform his duties. Directors, financial controllers, other senior managers and relevant company personnel shall support and cooperate with the secretary of the board of directors in the work of information disclosure.
Article 9 In order to perform his duties, the secretary of the board of directors has the right to understand the company's financial and operating conditions, participate in relevant meetings involving information disclosure, review all documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in writing in a timely manner. The board of directors and other senior managers shall support the work of the board secretary, respond promptly and truthfully to inquiries raised by the board secretary, and provide relevant information.
Article 10 If the secretary of the board of directors is unduly hindered or seriously obstructed in the performance of his duties, he may directly report to the Shenzhen Stock Exchange.
Chapter 4 Appointment, Removal and Work Rules of Board Secretary
Article 11 The company shall appoint a secretary to the board of directors within three months after the original secretary of the board of directors resigns.
Article 12 When a company appoints a secretary to the board of directors, it shall also appoint a securities affairs representative to assist the secretary of the board of directors in performing his duties. When the secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. During this period, the secretary of the board of directors shall not be relieved of his responsibilities to the company's information disclosure office.
Securities affairs representatives should obtain the qualification of board secretary as stipulated by Shenzhen Stock Exchange.
Article 13 After the appointment of the board secretary and securities affairs representative, a timely announcement shall be made and submitted to Shenzhen Securities Chongqing Zhifei Biological Products Co., Ltd. Board Secretary Work System
Exchange submits the following information:
(1) Letter of appointment for the secretary of the board of directors, securities affairs representative or relevant board resolutions;
(2) Communication methods of the board secretary and securities affairs representative, including office phone number, residential phone number, mobile phone number, fax, mailing address and dedicated email address, etc.;
(3) Communication methods of the chairman of the company, including office phone, mobile phone, fax, mailing address and dedicated email address, etc.
When the above information on communication methods changes, the company shall submit the changed information to the Shenzhen Stock Exchange in a timely manner.
Article 14 The company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss the secretary of the board of directors without reason; the resignation of the secretary of the board of directors shall be subject to the provisions on directors in the Articles of Association.
When the secretary of the board of directors is dismissed or resigns, the company shall promptly report to the Shenzhen Stock Exchange, explain the reasons and make an announcement.
The secretary of the board of directors has the right to submit a personal written statement to the Shenzhen Stock Exchange regarding improper dismissal from the company or circumstances related to resignation.
Article 15 If the Shenzhen Stock Exchange recommends that the company change the secretary of the board of directors in accordance with relevant rules, or the secretary of the board of directors has any of the following circumstances, the company shall dismiss him within one month from the date of the relevant facts:
(1) One of the situations stipulated in Article 5 of this system occurs;
(2) Unable to perform duties for more than three consecutive months;
(3) Major errors or omissions are made in the performance of duties, causing heavy losses to the company or shareholders;
(4) Violating laws, regulations and the Articles of Association and causing significant losses to the company or shareholders.
Article 16 When a company appoints a board secretary, it shall sign a confidentiality agreement with the board secretary, requiring the board secretary to promise to continue to perform confidentiality obligations during his tenure and after leaving office until the relevant information is disclosed, except for information involving the company's illegal activities. Before leaving office, the secretary of the board of directors shall accept the resignation review of the board of directors and hand over relevant archives, ongoing matters and other matters to be handled under the supervision of the audit committee of the board of directors.
Article 17 During the vacancy of the Board Secretary, the Board of Directors shall promptly designate a director or senior manager to perform the duties of the Board Secretary and make an announcement, and at the same time determine the candidate for the Board Secretary as soon as possible. Before the company appoints a person to act as the secretary to the board of directors, the chairman of the board shall act as the secretary to the board of directors.
Article 18 If the board secretary is vacant for more than three months, the chairman shall act as board secretary. Chongqing Zhifei Biological Products Co., Ltd. Board Secretary Work System
Responsibility, and complete the appointment of the secretary of the board of directors within six months after acting on behalf of the company.
Article 19 The company shall ensure that the secretary of the board of directors participates in follow-up training organized by the Shenzhen Stock Exchange as required during his term of office.
Article 20 If a director concurrently serves as the secretary of the board of directors, if a certain act needs to be performed by the director and the secretary of the board of directors respectively, the concurrent director and the secretary of the company's board of directors shall not perform the act in a dual capacity.
Chapter 5 Supplementary Provisions
Article 21 This system shall take effect from the date of review and approval by the board of directors.
Article 22 Matters not covered in this system shall be governed by laws, regulations and the Articles of Association; if these rules conflict with laws, regulations and the Articles of Association, the provisions of the laws, regulations and the Articles of Association shall be followed.
Article 22 The company’s board of directors is responsible for formulating, interpreting and revising this system.
Chongqing Zhifei Biological Products Co., Ltd.
October 2025