Jidan Biotech: Working Rules for the Secretary of the Board of Directors (October 2025)
Jidan Biotechnology Co., Ltd. Board Secretary Work Rules Jidan Biotechnology Co., Ltd.
Board Secretary Work Rules
Chapter 1 General Provisions
Article 1 In order to promote the standardized operation of Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Company") and ensure that the secretary of the company's board of directors exercises his powers in accordance with the law and conscientiously performs his work responsibilities, 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"), the "Governance Code of Listed Companies", and the "Stock Listing Rules of the Shanghai Stock Exchange", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant laws and regulations, normative documents, and the "Articles of Association of Jidan Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association"), these detailed rules are specially formulated.
Article 2 The company shall have one secretary to the board of directors. The secretary to the board of directors is a senior manager of the company, responsible for the company and the board of directors, faithfully and diligently performs his duties, assumes the obligations required by laws, regulations and the "Articles of Association" for senior managers of the company, enjoys corresponding work powers, and receives corresponding remuneration.
Article 3 The secretary of the board of directors is the designated liaison person between the company and the Shanghai Stock Exchange.
Chapter 2 Selection of Board Secretary
Article 4 The secretary of the board of directors shall be appointed or dismissed by the company's board of directors. The company's board of directors shall appoint a board secretary within 3 months after the original board secretary's resignation.
Article 5 To serve as the secretary of the company's board of directors, one must meet the following conditions:
(1) Have good professional ethics and personal qualities;
(2) Have the necessary financial, management, legal and other professional knowledge to perform their duties;
(3) Have the necessary work experience to perform their duties;
(4) Obtain the board secretary qualification certificate recognized by the Shanghai Stock Exchange.
Article 6 Anyone who falls under any of the following circumstances shall not serve as the secretary of the company’s board of directors:
(1) Situations in which you are not allowed to serve as a senior manager according to the Company Law and other laws and regulations and other relevant provisions;
(2) Has been subject to administrative punishment by the China Securities Regulatory Commission in the past three years;
(3) The China Securities Regulatory Commission has banned entry into the securities market from serving as senior managers of listed companies, and the period has not yet expired;
(4) Being publicly determined by the stock exchange to be unfit to serve as a senior manager of a listed company, and the term has not yet expired;
(5) Has been publicly condemned by the stock exchange or criticized in notices more than three times in the past three years;
(6) Other circumstances determined by laws, regulations and Shanghai Stock Exchange to be unsuitable for serving as board secretary.
Article 7 The company shall submit the personal information of candidates for board secretary and relevant certificates of their ability to hold office in accordance with relevant regulations. The relevant proof is one of the following documents:
(1) Qualification certificate of board secretary;
(2) Certificate of training for the secretary of the board of directors;
(3) Other proof of ability to hold office.
Article 8 After the company appoints the secretary of the board of directors, it shall make a timely announcement and submit the following materials to the Shanghai Stock Exchange:
(1) Appointment letter for the secretary of the board of directors or relevant board resolutions and appointment documents, including qualifications, positions, work performance and personal ethics that meet these rules;
(2) Resume and academic certificate of the secretary of the board of directors;
(3) Communication methods of the secretary of the board of directors, including office phone number, mobile phone number, mailing address and dedicated email address, etc.
When the above-mentioned information on communication methods changes, the company shall submit the changed information to the Shanghai Stock Exchange in a timely manner.
Article 9 The company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss him without reason. When the board secretary is dismissed or resigns, the company shall promptly report to the Shanghai Stock Exchange, explain the reasons and make an announcement.
The secretary of the board of directors may submit a personal statement report to the Shanghai Stock Exchange regarding improper dismissal from the company or circumstances related to resignation.
Article 10 If the secretary of the company's board of directors has any of the following circumstances, the company shall dismiss him or her within one month from the date of occurrence of the relevant facts:
(1) Any situation specified in Article 6 of these Rules;
(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 and investors; Working Rules of the Secretary of the Board of Directors of Jidan Biotechnology Co., Ltd.
(4) Violating laws and regulations, relevant provisions of the Shanghai Stock Exchange and the Articles of Association, etc., causing heavy losses to the company and investors.
Article 11 If the secretary of the company's board of directors is dismissed or resigns, he shall accept the resignation review of the company's board of directors and go through the transfer procedures of relevant archives and specific work.
If the board secretary fails to complete the above-mentioned reporting and announcement obligations after resigning, or fails to complete the departure review, document and work handover procedures, he shall still assume the responsibilities of the board secretary.
Unless otherwise provided by laws and regulations, the secretary of the board of directors shall continue to perform confidentiality obligations during his term of office and after leaving office until the relevant information is publicly disclosed.
Article 12 During the vacancy of the company's board secretary, the company's board of directors shall promptly designate a director or senior manager to perform the duties of the board secretary and report it to the Shanghai Stock Exchange for filing.
If the company's board of directors has not designated a person to act as the board secretary or the board secretary has been vacant for more than three months, the company's chairman shall act as the board secretary until the company appoints a new board secretary. The company should complete the appointment of the board secretary within 6 months.
Chapter 3. Scope of Authority of the Secretary of the Board of Directors
Article 13 The secretary of the board of directors is responsible for the company and the board of directors and performs the following duties:
(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 investor relations management and coordinating information communication between the company and securities regulatory agencies, investors and actual controllers, intermediaries, media, etc.;
(3) Prepare and organize 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 immediately report and disclose to the Shanghai Stock Exchange when major undisclosed information is leaked;
(5) Pay attention to media reports and take the initiative to verify the true situation, and urge companies and other relevant entities to promptly respond to inquiries from the Shanghai Stock Exchange;
(6) Organize company directors and senior managers to conduct training on relevant laws, regulations, and relevant provisions of the Shanghai Stock Exchange, and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure;
(7) Supervise directors and senior managers to abide by laws and regulations, relevant provisions of the Shanghai Stock Exchange and the Articles of Association, and earnestly fulfill the commitments they have made; when they learn that the company, directors and senior managers have issued or may make resolutions that violate relevant regulations as the Secretary of the Board of Directors of Jidan Biotechnology Co., Ltd., they should be reminded and immediately report truthfully to the Shanghai Stock Exchange;
(8) Responsible for the management of changes in the company’s stocks and derivatives;
(9) Other duties required by laws, regulations and Shanghai Stock Exchange.
Article 14 The secretary of the board of directors shall urge directors and senior managers to sign statements and commitments in a timely manner and submit them in accordance with the channels and methods prescribed by the Shanghai Stock Exchange. When directors and senior managers report major matters to the company's board of directors, they shall also notify the board secretary.
Article 15 The secretary to the company’s board of directors is responsible for the company’s information disclosure management affairs, including:
(1) Responsible for the external release of company information;
(2) Develop and improve the company’s information disclosure management system;
(3) Supervise the company’s relevant information disclosure obligors to comply with relevant regulations on information disclosure, and assist relevant parties and personnel in fulfilling their information disclosure obligations;
(4) Responsible for the confidentiality of the company’s undisclosed major information; when major undisclosed information is leaked, promptly report and disclose it to the Shanghai Stock Exchange;
(5) Responsible for the registration and reporting of company insiders;
(6) Pay attention to media reports, take the initiative to verify the authenticity of the reports from the company and relevant information disclosure obligors, and urge the board of directors to disclose, clarify and respond to inquiries from the Shanghai Stock Exchange in a timely manner.
Article 16 The secretary of the company's board of directors shall assist the company's board of directors in strengthening the construction of the corporate governance mechanism, including:
(1) Organize, prepare and attend the company’s board of directors meetings, its special committee meetings and shareholders’ meetings;
(2) Establish and improve the company’s internal control system;
(3) Actively promote the company to avoid horizontal competition and reduce and standardize related party transactions;
(4) Actively promote the company to establish and improve the incentive and restraint mechanism;
(5) Actively promote the company to assume social responsibilities.
Article 17 The secretary to the company's board of directors is responsible for the company's investor relations management affairs, coordinating information communication between the company and securities regulatory agencies, investors, securities service agencies, media, etc., and improving the company's investor communication, reception and service working mechanism.
Article 18 The secretary of the board of directors is responsible for the company’s equity management affairs, including:
(1) Keep the company’s shareholder shareholding information;
(2) Handle matters related to the company’s restricted shares;
Jidan Biotechnology Co., Ltd. Board Secretary Work Rules
(3) Supervise the company’s directors, senior managers and other relevant personnel to comply with the relevant regulations on the company’s share transactions;
(4) Other company equity management matters.
Article 19 The secretary of the company's board of directors shall assist the company's board of directors in formulating the company's capital market development strategy, and assist in the planning or implementation of the company's capital market refinancing or mergers, acquisitions and reorganization matters.
Article 20 The secretary of the company's board of directors is responsible for the company's standardized operation training affairs, and organizes the company's directors, senior managers and other relevant personnel to receive training on relevant laws, regulations and other normative documents.
Article 21 The secretary of the company's board of directors shall remind the company's directors and senior managers to perform their obligations of loyalty and diligence. If it is known that the above-mentioned personnel have violated relevant laws, regulations, normative documents or the Articles of Association and made or may make relevant decisions, they shall be warned and reported immediately to the Shanghai Stock Exchange.
Article 22 The secretary to the company's board of directors shall perform other duties required by the Company Law, the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Article 23 The company shall provide convenient conditions for the board secretary to perform his duties:
(1) The chairman of the board of directors shall protect the right to know of the secretary of the board of directors, and shall require the secretary of the board of directors to perform information disclosure obligations in a timely manner after receiving reports on major company matters;
(2) The company’s directors, senior managers and relevant staff should support and cooperate with the work of the board secretary;
(3) The company and its subsidiaries should promptly submit their board of directors' resolutions, shareholders' meeting resolutions and other important documents to the board secretary;
(4) No organization or individual may interfere with the normal performance of duties by the Secretary of the Board of Directors.
Article 24 In order to perform his duties, the secretary of the company's board of directors has the right to understand the company's financial and operating conditions, review all documents within the scope of his duties, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
Article 25 When the company convenes a general manager's office meeting and other meetings involving major matters of the company, it shall promptly notify the secretary of the board of directors to attend and provide meeting materials.
Article 26 If the secretary of the company's board of directors is unduly hindered or seriously obstructed in the performance of his duties, he may directly report to the Shanghai Stock Exchange.
Article 27 The secretary of the company's board of directors shall sign a confidentiality agreement with the company, promising to continue to perform confidentiality obligations during his term of office and after leaving office until the relevant information is disclosed to the public. However, information involving the company's illegal conduct Jidan Biotechnology Co., Ltd. Working Rules for Secretary to the Board of Directors does not fall within the scope of the aforementioned confidentiality obligations.
Article 28 The company's board of directors shall hire a securities affairs representative to assist the company's board secretary in performing his duties.
When the secretary of the board of directors is unable to perform his duties or when authorized by the secretary of the board of directors, the securities affairs representative shall perform the duties on his behalf. During this period, the Secretary of the Board of Directors is not automatically exempted from responsibility for his or her duties.
Securities affairs representatives shall obtain a board secretary qualification certificate recognized by the Shanghai Stock Exchange.
Chapter 4 Punishment of the Board Secretary
Article 29 If the secretary of the board of directors violates these work rules and the circumstances are serious, the board of directors has the right to recommend to the Shanghai Stock Exchange that the board secretary be punished in accordance with relevant regulations by taking measures such as notification of criticism, public condemnation, and public determination that he is not suitable to serve as the secretary of the board of directors of a listed company.
Article 30 If the secretary of the board of directors violates laws, administrative regulations and relevant provisions of the China Securities Regulatory Commission and should be subject to administrative penalties in accordance with the law, he shall be punished in accordance with the relevant provisions; if he is suspected of committing a crime, he shall be transferred to the judicial authority in accordance with the law and investigated for criminal liability.
Chapter 5 Training and Assessment
Article 31 Candidates for company board secretary or securities affairs representative should participate in qualification training recognized by the Shanghai Stock Exchange and obtain a board secretary training certificate.
Article 32 In principle, the company’s board secretary shall participate in at least one follow-up training for board secretaries organized by the Shanghai Stock Exchange every two years.
Company board secretaries who have been criticized by the Shanghai Stock Exchange and who have failed the annual assessment should participate in the latest follow-up training for board secretaries organized by the Shanghai Stock Exchange.
Article 33 The board secretary shall accept the annual assessment and resignation assessment conducted by the Shanghai Stock Exchange on the company's board secretary in accordance with relevant regulations.
Chapter 6 Supplementary Provisions
Article 34 Other matters not covered in these Rules shall be handled in accordance with the Company Law and other relevant laws and regulations, normative documents and the relevant provisions of the Articles of Association.
Article 35 If these detailed rules conflict with the national laws, regulations, normative documents and the Articles of Association, the relevant provisions of the national laws, regulations, normative documents and the Articles of Association shall be implemented. Jidan Biotechnology Co., Ltd. Board Secretary Work Rules
Article 36 These detailed rules shall come into effect on the date they are reviewed and approved by the board of directors.
Article 37 The Board of Directors is responsible for interpreting these detailed rules and revising them in a timely manner in accordance with laws, regulations and normative documents promulgated by relevant national departments or agencies in the future.
Board of Directors of Jidan Biotechnology Co., Ltd.
October 2025