Jidan Bio: Resignation Management System for Directors and Senior Management (August 2026)
Jidan Biotechnology Co., Ltd. Directors and Senior Management Resignation Management System
Jidan Biotechnology Co., Ltd.
Resignation management system for directors and senior managers
Chapter 1 General Provisions
Article 1 In order to standardize the resignation management of directors and senior managers of Jidan Biotechnology Co., Ltd. (hereinafter referred to as the "Company") and protect the stability of corporate governance and the legitimate rights and interests of shareholders, the company shall comply 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 Code of Governance of Listed Companies, and the Measures for the Administration of Independent Directors of Listed Companies. This system is formulated based on the actual situation of the company based on the relevant provisions of the "Guidelines on the Articles of Association of Listed Companies", the "Stock Listing Rules of the Shanghai Stock Exchange" and other laws and regulations, normative documents, and the "Articles of Association of Jidan Biotechnology Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This system applies to the company's directors (including independent directors) and senior managers who have not been re-elected due to expiration of their term, voluntarily resigned, were dismissed from their posts, and other situations that lead to the actual resignation of directors and senior managers.
Article 3 The resignation management of the company’s directors and senior managers shall follow the following principles:
(1) Principles of legality and compliance: Strictly abide by national laws and regulations, normative documents and the requirements of the Articles of Association;
(2) Principle of openness and transparency: timely, accurate and complete disclosure of information related to the resignation of directors and senior managers;
(3) Principle of smooth transition: ensure that the resignation of directors and senior managers does not affect the company’s normal operations and the stability of its governance structure;
(4) Principle of protecting shareholders’ rights and interests: safeguarding the legitimate rights and interests of the company and all shareholders.
Chapter 2 Circumstances and Procedures for Resignation
Article 4 Directors and senior managers of a company may resign before the expiration of their term. To resign, a written resignation report shall be submitted to the company's board of directors. The resignation report shall state the reasons for the resignation. The resignation report shall be effective from the date of delivery to the company's board of directors. The company should disclose the relevant situation within 2 trading days after receiving the resignation report. Jidan Biotechnology Co., Ltd. Directors and Senior Management Resignation Management System
If an independent director resigns, he shall explain in his resignation report any circumstances related to his resignation or that he deems necessary to attract the attention of the company's shareholders and creditors. The company should disclose the reasons for the resignation of independent directors and matters of concern.
Article 5 If the following circumstances exist, before the re-elected director takes office, the original director shall continue to perform the duties of a director in accordance with relevant laws, regulations, normative documents and the Articles of Association, unless otherwise provided:
(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 shortage of accounting professionals.
(3) The resignation of independent directors results in the proportion of independent directors on the board of directors or its special committees of a listed company not complying with laws, regulations or the Articles of Association, or there is a lack of accounting professionals among independent directors.
Article 6 If a director resigns, the company shall complete the by-election within 60 days to ensure that the composition of the board of directors and its special committees complies with laws, regulations and the Articles of Association.
Article 7 The general manager is the legal representative of the company. If the general manager resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within 30 days from the date of resignation.
Article 8 If a company director or senior manager encounters the following circumstances during their term of office, the company shall terminate their duties in accordance with the law:
(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 corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, the probation period has not expired for 2 years;
(3) Serving as a director or factory director or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bears personal responsibility, and it has not been more than 3 years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt is due and unpaid and is listed as a dishonest person subject to enforcement by the People's Court; Jidan Biotechnology Co., Ltd. Directors and Senior Managers' Resignation Management System
(6) The China Securities Regulatory Commission has adopted market ban measures prohibiting him from serving as directors or senior managers of listed companies, and the period has not yet expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, and the time limit has not yet expired;
(8) Other contents stipulated in laws, regulations or normative documents.
The deadline for the above period shall be the date when the company's board of directors, shareholders' meeting and other competent bodies review the appointment proposals for directors and senior management candidates.
Article 9 If the term of a non-employee representative director expires and has not been re-elected, he will automatically resign on the day when the shareholders' meeting passes the resolution to elect a new member of the board of directors; if the term of the employee representative director expires and he is not re-elected, he will automatically resign on the day when the new employee representative director is elected by the employee representative meeting. Senior managers who have not been re-appointed upon expiration of their term will automatically leave office on the date of expiration of their term.
Article 10 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 party that proposes the removal of a director to the shareholders' meeting shall provide the reasons or basis for the removal of the director. When a shareholders' meeting considers a proposal to remove a director from office, it shall be passed by more than half of the voting rights held by shareholders present at the shareholders' meeting.
The board of directors may resolve to dismiss senior management personnel, and the dismissal shall be effective on the date the resolution is made. The party that proposes to the board of directors the dismissal of a senior manager shall provide the reasons or basis for the dismissal of the senior manager. When the board of directors considers a proposal to dismiss a senior executive, it must be approved by more than half of the voting rights held by all directors.
If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him. The company should comprehensively consider a variety of factors to determine whether to compensate and the reasonable amount of compensation in accordance with laws and regulations, the provisions of the Articles of Association and the relevant provisions of the director's appointment contract. The amount of compensation is limited to the actual direct losses caused by the director's dismissal, excluding loss of available profits.
If the board of directors dismisses senior managers, the company shall handle subsequent matters in accordance with the terms of the employment contract or labor contract. In labor disputes caused by the dismissal of senior managers, whether compensation or compensation and the amount of relevant compensation or compensation should be determined in accordance with the relevant provisions of the employment contract, labor contract and the "Labor Contract Law of the People's Republic of China".
Chapter 3 Handover Procedures and Handling of Unfinished Matters
Jidan Biotechnology Co., Ltd. Directors and Senior Management Resignation Management System
Article 11 Directors and senior managers shall hand over work with their successor directors, senior managers or persons designated by the board of directors within 5 working days after their resignation takes effect, and complete all handover procedures to the board of directors, including but not limited to descriptions and handling suggestions of unfinished matters, transfer of business documents, financial information and other items. After the handover is completed, the resigning personnel shall jointly sign a handover confirmation and other relevant documents with an authorized person of the company.
Article 12 Public commitments made by directors and senior managers during their term of office shall continue to be fulfilled. If directors and senior managers have not fulfilled their public commitments when they resign, the departing directors and senior managers should submit a written explanation when submitting their resignation report or within a reasonable period required by the company, clarifying the specific matters that have not fulfilled their commitments, the expected completion time and follow-up implementation plan. When necessary, the company will take corresponding measures to urge the departing directors and senior managers to fulfill their commitments.
Chapter 4 Responsibilities and Obligations after Resignation
Article 13 Directors and senior managers shall entrust the company to declare through the Shanghai Stock Exchange website the identity information of individuals, spouses, parents, children and account owners who hold stocks for them (including name, position, ID number, securities account, time of resignation, etc.) within 2 trading days after leaving the company.
Article 14 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. The duty of loyalty borne by departing directors and senior managers to the company and shareholders will not be automatically terminated after their term of office ends. Their obligation to keep the company's business secrets confidential will still be effective after resignation until the secrets become public information; the responsibilities that departing directors and senior managers should bear due to the performance of their duties during their tenure will not be exempted or terminated due to resignation.
Article 15 If resigned directors or senior managers cause losses to the company due to violation of the Company Law and other relevant laws and regulations, normative documents, the Articles of Association and the relevant provisions of this system, the company has the right to require them to bear corresponding liability for compensation. Those involved in illegal crimes will be transferred to judicial organs for criminal liability.
Article 16 If resigned directors or senior managers have objections to the accountability decision, they may apply to the company's audit committee for review within 15 days from the date of receipt of the notice.
Chapter 5 Shareholding Management of Resigned Directors and Senior Management
Article 17 Before buying and selling the company's stocks and their derivatives, the company's directors and senior managers should be aware of the provisions of the Company Law, Securities Law and other laws, regulations and normative documents regarding insider trading, market manipulation and other prohibited behaviors, and shall not engage in illegal transactions.
Jidan Biotechnology Co., Ltd. Directors and Senior Management Resignation Management System
Article 18 Directors and senior managers of a company shall report to the company the shares they hold and their changes. Changes in shareholdings of resigning directors and senior managers shall comply with the following provisions:
(1) Directors and senior managers of the company shall not transfer the company shares they hold within 6 months after their resignation;
(2) Directors and senior managers of a company who resign before the expiration of their term of office shall reduce their shareholdings through centralized bidding, block transactions, agreement transfers, etc. every year within the term determined when they take office and within 6 months after the expiration of their term of office. The shares held by them shall not exceed 25% of the total number of company shares held by them. Except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc., the shares held by the company's directors and senior managers shall not exceed 1,000. Shares can be transferred entirely at one time and are not subject to the above 25% transfer ratio restriction.
If the China Securities Regulatory Commission, the Shanghai Stock Exchange and relevant laws and regulations have other provisions on the transfer restrictions of the company's shares, those provisions shall prevail.
Chapter 6 Supplementary Provisions
Article 19 Matters not covered by this system shall be implemented in accordance with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, stock exchange business rules and the Articles of Association. If this system is inconsistent with the foregoing provisions, the more effective or newly effective provisions shall prevail. The company shall promptly revise this system and perform corresponding review procedures.
Article 20 The Board of Directors is responsible for the interpretation and revision of this system.
Article 21 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.
Board of Directors of Jidan Biotechnology Co., Ltd.
August 2026