Ed Biotech: Working Rules for Board Secretary
Xiamen Aide Biomedical Technology Co., Ltd. Board Secretary Work Rules
Xiamen Aide Biomedical Technology Co., Ltd.
Board Secretary Work Rules
Chapter 1 General Provisions
Article 1 In order to improve the level of corporate governance, standardize the behavior of the board secretary of Xiamen Aide Biomedical Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the company's standardized operations, and protect the legitimate rights and interests of investors, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), These working rules are hereby formulated in accordance with the Shenzhen Stock Exchange GEM Stock Listing Rules (hereinafter referred to as the "Stock Listing Rules") and other relevant laws, regulations and the Articles of Association of Xiamen Aide Biomedical Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The secretary to the board of directors is a senior manager of the company, responsible to the board of directors, assumes the obligations required by laws, regulations and the company's articles of association for senior managers of the company, enjoys corresponding work powers, and receives corresponding remuneration.
Chapter 2 Main Responsibilities and Qualifications of the Board Secretary
Article 3 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 the formulation of the company's information disclosure management system, and urge the company and relevant information disclosure obligors to comply with relevant information disclosure regulations;
(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 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;
(6) Organize directors and senior managers to conduct training on securities laws, regulations and relevant rules of the Shenzhen Stock Exchange, and assist the aforementioned personnel in understanding their respective rights and obligations in information disclosure;
(7) Supervise directors and senior managers to abide by securities laws and regulations, the "Stock Listing Rules", other relevant regulations of the Shenzhen Stock Exchange and the company's articles of association, and earnestly fulfill the commitments they have made; when they learn that the company has made or may make a resolution that violates the relevant regulations, they should be reminded and immediately and truthfully report to Shenzhen Securities Xiamen Aide Biomedical Technology Co., Ltd. Working Rules of the Board Secretary
Exchange reports;
(8) Other duties required by the Company Law, Securities Law, China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 4 In addition to meeting the qualifications for senior managers stipulated in the Stock Listing Rules, the secretary to the board of directors shall also possess the financial, management and legal expertise necessary to perform his duties, and have good professional ethics and personal character. Persons under any of the following circumstances are not allowed to serve as secretary of the company's board of directors:
(1) The circumstances stipulated in the "Stock Listing Rules" prohibit the person from serving as a director or senior manager of a listed company;
(2) Received administrative punishment from the China Securities Regulatory Commission within the last 36 months;
(3) Received public condemnation from the stock exchange or three or more notices of criticism from the stock exchange in the past 36 months;
(4) Other circumstances where the Shenzhen Stock Exchange determines that the person is not suitable to serve as the secretary of the board of directors.
Chapter 3 Terms of Reference of the Secretary of the Board of Directors
Article 5 Organize and prepare for board meetings and shareholders’ meetings, prepare meeting documents, arrange relevant meeting affairs, be responsible for meeting minutes, ensure the accuracy of records, keep meeting documents and records, and proactively monitor the execution of relevant meetings. Important issues in implementation should be reported to the Board of Directors and suggestions should be made.
Article 6 In order to strengthen the strategic decision-making and guidance functions of the company's board of directors, the secretary of the board of directors should ensure that major matters decided by the company's board of directors are carried out strictly in accordance with prescribed procedures. According to the requirements of the board of directors, participate in the organization's consultation and analysis of decision-making matters of the board of directors, and provide corresponding opinions and suggestions. Entrusted with the daily work of the Board of Directors and its relevant committees.
Article 7 The secretary of the board of directors serves as the liaison between the company and the securities regulatory authorities and is responsible for organizing the preparation and timely submission of documents required by the regulatory authorities.
Article 8 Responsible for coordinating and organizing the company's information disclosure matters, establishing and improving relevant information disclosure systems, participating in the company's relevant meetings involving information disclosure, and keeping abreast of the company's major business decisions and relevant information.
Article 9: Responsible for the confidentiality of information that has a significant impact on the company's stock price.
Article 10 Responsible for coordinating the reception of visitors, handling investor relations, maintaining contact with investors, intermediaries and news media, coordinating and answering questions from the public, and ensuring that investors receive information disclosed by the company in a timely manner.
Article 11 Responsible for managing and preserving the number of shares held by the company's major shareholders and the record of directors' shares and other information.
Article 12 Assist directors and managers to effectively implement laws, regulations, normative documents, and Xiamen Aide Biomedical Technology Co., Ltd. Board Secretary Work Rules when exercising their powers.
Relevant provisions of the company's articles of association, etc.
Article 13: Coordinate and provide necessary information to other audit agencies of the company to perform supervisory functions.
Article 14: Perform other functions and powers granted by the board of directors.
Chapter 4 Working Procedures of the Board Secretary
Article 15 Meeting preparation and organization:
Regarding the time and place of the meeting, the secretary of the board of directors, after consulting the chairman of the board, should issue a notice as soon as possible in accordance with the time limit, method and content stipulated in the Articles of Association and other relevant rules;
Regarding the proposal authorized by the board of directors to decide whether to submit it to the meeting for discussion, the secretary of the board of directors shall make a decision in accordance with the principles of relevance and procedure;
Proposals and materials that need to be submitted shall be delivered to all participants by the secretary of the board of directors before the meeting;
4. The secretary of the board of directors shall keep minutes of meetings and keep them for at least ten years.
Article 16 Release of information and major matters:
1. Decide whether to release information and major matters in accordance with relevant laws and regulations;
2. For information and major matters announced to the outside world, the secretary of the board of directors should consult the chairman of the board in advance.
Article 17: When the relevant government departments send inquiry letters to the company, the secretary of the board of directors should organize and coordinate the relevant departments to prepare materials to answer the questions, and review them after completion.
Chapter 5 Office of the Secretary of the Board of Directors
Article 18 The secretary of the board of directors is responsible for managing the company’s securities affairs department.
Article 19 The securities affairs department of the company is specifically responsible for completing the work assigned by the secretary of the board of directors.
Chapter 6 Appointment of Board Secretary
Article 20 The secretary of the board of directors shall be nominated by the chairman of the board of directors and appointed or dismissed by the board of directors.
Company directors, managers and relevant internal departments of the company must support the board secretary in performing his duties in accordance with the law and provide necessary guarantees in terms of organizational structure, staffing and funding. All relevant departments of the company must actively cooperate with the work of the board secretary's work organization.
Article 21 The company shall not fire the secretary of the board of directors without reason. When the secretary of the board of directors is fired or the secretary of the board of directors 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 statement to the Shenzhen Stock Exchange regarding improper dismissal from the company or circumstances related to resignation.
Article 22 In principle, the company shall appoint a director within three months after the resignation of the original board secretary. Xiamen Aide Biomedical Technology Co., Ltd. Board Secretary Work Rules
Secretary. During the vacancy of the company's board secretary, the board of directors shall designate a director or senior manager to perform the duties of the board secretary, 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. After the vacancy of the Board Secretary exceeds three months, the Chairman shall assume the duties of the Board Secretary and complete the appointment of the Board Secretary within six months of acting.
Article 23 The company shall appoint a securities affairs representative to assist the board secretary 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 participate in the board secretary qualification training organized by the Shenzhen Stock Exchange and obtain the board secretary qualification certificate.
Chapter 7 Working Rules of the Board Secretary
Article 24 The secretary of the board of directors has the duty of loyalty and diligence to the company, and shall abide by the company's articles of association, earnestly perform his duties, safeguard the interests of the company, and shall not use his position and authority in the company for his own personal gain.
Article 25 If the secretary of the board of directors has any of the following circumstances, the company shall dismiss the secretary of the board of directors within one month from the date of occurrence of the fact:
(1) One of the circumstances specified in Articles 3.2.3 and 3.2.5 of the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" occurs;
(2) Unable to perform duties for more than three consecutive months;
(3) Making major errors or omissions when performing duties, causing major losses to the company or shareholders;
(4) Violating laws and regulations, the "Stock Listing Rules", other regulations of the Shenzhen Stock Exchange or the company's articles of association, causing heavy losses to the company or shareholders.
Article 26 The dismissed secretary of the board of directors shall accept the resignation review of the company's board of directors and audit committee before leaving office, and, under the supervision of the company's audit committee, complete the transfer of relevant archival materials, unresolved matters, and remaining issues to the successor secretary of the board of directors. The secretary of the board of directors shall sign a necessary confidentiality agreement when leaving office and fulfill the obligation of continuing confidentiality.
Chapter 8 Supplementary Provisions
Article 18 In these rules, "above", "within" and "below" all include the original number; "more than", "less than", "beyond", "less than" and "more than" do not include the original number.
Xiamen Aide Biomedical Technology Co., Ltd. Board Secretary Work Rules
Article 19 If any matters not covered in these rules are inconsistent with relevant laws and regulations, the relevant provisions of regulatory agencies, and the Articles of Association, the relevant laws, regulations, relevant provisions of regulatory agencies, and the Articles of Association shall be followed.
Article 20 The right to amend and interpret these rules belongs to the company's board of directors.
Article 21 These rules will come into effect on the date of review and approval by the company's board of directors.
Xiamen Aide Biomedical Technology Co., Ltd.
December 2025