Baolingbao: Resignation Management System for Directors and Senior Management
Baolingbao Biological Co., Ltd.
Resignation management system for directors and senior managers
(April 2026)
Chapter 1 General Provisions
Article 1 In order to standardize the resignation procedures of directors and senior managers of Baolingbao Biological Co., Ltd. (hereinafter referred to as the "Company"), maintain the stability and continuity of the company's governance structure, and protect the legitimate rights and interests of the company and shareholders, in accordance with the "Company Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies", "Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and their Changes" and "Shenzhen Stock Exchange Stock Listing Rules" This system is formulated in accordance with relevant laws, regulations, normative documents such as "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies" and the "Articles of Association of Baolingbao Biological Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This system applies to all directors (including independent directors and employee representative directors) and senior managers of the company due to resignation, expiration of term, dismissal from office, or other circumstances that lead to the resignation of directors and senior managers.
Chapter 2 Resignation of Directors and Senior Management and Procedures
Article 3 Directors may resign before the expiration of their term of office. Directors who resign shall submit a written resignation report to the company, and the resignation will take effect on the date the company receives the resignation report. The company should promptly disclose the relevant situation after receiving the relevant written report.
Article 4 Senior managers may resign before the expiration of their term of office. Senior managers who resign must submit a written resignation report, which shall take effect when the board of directors receives the resignation report. The company should promptly disclose the relevant situation after receiving the relevant written report. The specific procedures and methods for the resignation of senior managers shall be stipulated in the labor contract between them and the company.
Article 5 In addition to the circumstances stipulated in Article 12 of this system, if the following circumstances occur, the original director shall continue to perform his duties in accordance with the relevant laws, regulations and the company's articles of association before the re-elected director takes office:
(1) The director’s term of office expires and the director fails to be re-elected in time, or the director resigns during the term of office, resulting in the number of board members falling below the legal minimum;
(2) The resignation of members of the audit committee results in the number of members of the audit committee falling below the legal minimum, or there is a lack of accounting professionals;
(3) The resignation of independent directors results in the proportion of independent directors on the company's board of directors or its special committees not complying with laws, regulations or the company's articles of association, or there is a lack of accounting professionals among independent directors.
If a director proposes to resign, the company shall complete the by-election within 60 days from the date of resignation to ensure that the composition of the board of directors and its special committees complies with laws, regulations and the company's articles of association.
If a director who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time. The company shall determine a new legal representative within thirty days from the date of resignation of the legal representative.
Article 6 If a non-employee representative director has not been re-elected upon expiration of his term, he will automatically resign from the date of the resolution of the shareholders' meeting to elect a new member of the board of directors;
If an employee representative director fails to be re-elected upon expiration of his term, he will automatically resign on the date when the relevant employee representative meeting passes the resolution to elect a new employee representative director;
If a senior manager is not appointed upon expiration of his term, he will no longer serve as a senior manager from the date of adoption of the resolution of the board of directors to appoint a new senior manager.
Article 7 If the term of office expires and the re-election is not carried out in time, before the re-elected directors and senior managers take office, the original directors and senior managers shall still perform their duties as directors and senior managers in accordance with the provisions of laws, administrative regulations, departmental rules and the company's articles of association.
Article 8 The shareholders' meeting may resolve to dismiss non-employee representative directors, and the employees' congress may resolve to dismiss employee representative directors. The dismissal shall take effect on the date the resolution is made.
The board of directors may decide to dismiss senior managers, and the dismissal shall be effective on the date the resolution is made.
If a director or senior manager is dismissed before the expiration of his term of office without justifiable reasons, the director or senior manager may request the company to compensate him.
The Nomination Committee of the company's board of directors may make recommendations to the board of directors on the appointment and removal of directors and the dismissal of senior management personnel. The dismissal of the company's financial officer must be approved by more than half of all members of the audit committee of the company's board of directors before being submitted to the board of directors for review.
Article 9 Anyone who falls under any of the following circumstances shall not serve as a director or senior manager of the company:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for committing the crime of corruption, bribery, misappropriation of property, misappropriation of property or the crime of disrupting social and economic order, or is deprived of political rights due to a crime, and the execution period has not expired for five years, and he is sentenced to probation, the probation period has not expired for two years;
(3) Serving as a director or director or manager of a company or enterprise that is subject to bankruptcy and liquidation, and being personally responsible for the bankruptcy of the company or enterprise, and it has not been more than three years since the bankruptcy liquidation of the company or enterprise was completed;
(4) Serving as the legal representative of a company or enterprise whose business license has been revoked due to violation of laws and bearing personal responsibility, it has not been more than three years since the company or enterprise was revoked of its business license and ordered to close down;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the securities exchange to be unfit to serve as a director or senior manager of a listed company, and the term has not yet expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director or senior manager is elected in violation of the provisions of this article, the election or appointment shall be invalid.
If a director or senior manager encounters the circumstances specified in this article during his term of office, the company will remove him from his position and stop him from performing his duties.
Article 10 Before the expiration of the term of an independent director, the company may remove him from office in accordance with legal procedures. If an independent director is dismissed from his position in advance, the company shall disclose the specific reasons and basis in a timely manner. If an independent director has any objection, the company shall disclose it in a timely manner.
According to laws, administrative regulations and other relevant provisions, independent directors who are not qualified to serve as directors of listed companies or do not meet the independence requirements stipulated in laws and company systems shall immediately cease performing their duties and resign. If a person fails to resign, the board of directors shall immediately terminate his/her duties in accordance with regulations after becoming aware or should be aware of the fact.
Article 11 If a director fails to attend in person or entrust other directors to attend board meetings for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 12 Candidates for directors or senior managers shall not be nominated to serve as directors or senior managers of listed companies if they have any of the following circumstances:
(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;
(3) Being publicly determined by the securities exchange to be unfit to serve as a director or senior manager of a listed company, and the period has not yet expired;
(4) Other circumstances stipulated by laws, regulations and the Shenzhen Stock Exchange.
Article 13 If a director or senior manager of a company encounters the circumstances specified in Paragraph 1 or 2 of Article 12 of this System during his term of office, the relevant director or senior manager shall immediately cease performing his duties and the company shall terminate his position in accordance with corresponding regulations. If a director or senior manager of a company encounters the circumstances specified in Item 3 or 4 of Article 12 of this System during his term of office, the company shall terminate his/her duties within thirty days from the date of occurrence of such fact. Unless otherwise specified by the Shenzhen Stock Exchange.
If the relevant director should stop performing his duties but does not stop performing his duties or should be dismissed but has not yet been dismissed, if he attends and votes at board meetings, special committee meetings, and independent director special meetings, his vote will be invalid and will not be counted in the number of attendees.
Article 14 When a company discloses the resignation announcement of a director or senior manager, it shall state in the announcement the time of resignation, the specific reason for resignation, the position of resignation, whether he will continue to serve in the company and its controlled subsidiaries after resignation (if he continues to serve, explain the circumstances of his continued employment), whether there are any unfulfilled public commitments (if any, explain relevant safeguards), the impact of the resignation on the company, etc.
Chapter 3 Responsibilities and Obligations of Resigning Directors and Senior Management
Article 15 Resigning directors and senior managers shall properly hand over work in accordance with this system, including but not limited to descriptions of unfinished matters, business documents in charge, financial documents, seals, and clear transfer contents of the company's management system. If the company deems it necessary, resigning directors and senior managers need to undergo a departure audit to clearly ensure the fulfillment of commitments and follow-up arrangements for unfinished matters.
Article 16 Resigning directors and senior managers shall cooperate with the company in their departure audit or verification of their work matters during their performance of duties, and shall not refuse to provide relevant documents and information and explain the situation.
Article 17 The responsibilities that directors and senior managers should bear due to the performance of their duties during their term of office will not be exempted or terminated upon resignation. If there is a violation of relevant commitments or other behavior that damages the interests of the company, the board of directors shall take necessary measures to hold the relevant personnel accountable and effectively protect the rights and interests of the company and small and medium-sized investors.
Article 18 Before the resignation takes effect, and within a reasonable period or an agreed period after the resignation takes effect or after the end of the term of office, directors and senior managers’ loyalty obligations to the company and all shareholders are not automatically terminated.
Article 19 After directors and senior managers resign, their obligation to keep the company’s trade secrets confidential will remain valid until the trade secrets become public information, and they must strictly fulfill their obligations with the company such as prohibiting horizontal competition.
Article 20 The company shall examine whether resigning directors have unfulfilled obligations, unfulfilled commitments, and whether they are suspected of illegal or illegal conduct, etc.
Article 21 After the company's directors and senior managers leave their posts, they shall not use the influence of their original positions to interfere with the company's normal operations or harm the interests of the company and shareholders.
Chapter 4 Shares of the Company held by resigned directors and senior management personnel and their changes
Article 22 Directors and senior managers of a company shall abide by the Company Law, Securities Law, relevant laws, administrative regulations, China Securities Regulatory Commission regulations, normative documents, and stock exchange rules regarding the restrictive provisions on share changes.
Article 23 Directors and senior managers shall, within two trading days after leaving office, entrust the company to declare their names, positions, ID numbers, securities accounts, time of leaving office and other personal information through the stock exchange website.
Article 24 Directors and senior managers of a company shall declare to the company the shares they hold in the company and their changes. During the term of office determined when he takes office, the shares he holds each year through centralized bidding, block transactions, agreement transfers, etc. shall not exceed 25% of the total number of company shares held by him, except for changes in shares due to judicial enforcement, inheritance, legacy, legal division of property, etc. Within six months after leaving office, directors and senior managers shall not transfer the shares of the company they hold. If laws, administrative regulations, departmental rules, regulations of the securities regulatory authority of the State Council and business rules of the Shenzhen Stock Exchange otherwise stipulate restrictions on the transfer of company shares, such provisions shall prevail.
Chapter 5 Accountability Mechanism
Article 25 If the company discovers that resigned directors or senior managers have caused losses to the company due to violation of the Company Law and other relevant laws and regulations, the Articles of Association and other relevant provisions of other systems, the company has the right to require them to bear corresponding liability for compensation. Those involved in illegal crimes will be transferred to judicial authorities for criminal liability.
Article 26 If the company discovers that resigning directors or senior managers have failed to fulfill their commitments, have defective transfers, or have violated their loyalty obligations, the board of directors shall convene a meeting to review the specific liability plan for such personnel. The amount of compensation includes but is not limited to direct losses, expected loss of profits, and reasonable rights protection expenses.
Article 27 If resigned directors or senior managers have objections to the accountability decision, they may apply to the company's audit committee for review within fifteen days from the date of receipt of the notice.
Chapter 6 Supplementary Provisions
Article 28 Matters not covered in this system shall be implemented in accordance with national laws, administrative regulations, departmental rules and other normative documents as well as the company's relevant systems. If this system conflicts with new laws and regulations promulgated by the country in the future, or new regulations issued by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, the conflicting parts shall be subject to the latest laws and regulations of the country and the latest regulations issued by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and this system will be revised accordingly in a timely manner.
Article 29 This system shall come into effect from the date of review and approval by the company's board of directors, and the same shall apply when it is modified.
Article 30 The company’s board of directors is responsible for interpreting this system.
Baolingbao Biological Co., Ltd.
board of directors
April 23, 2026