Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System (revised in October 2025)
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
Zhejiang Jiuzhou Pharmaceutical Co., Ltd.
Board secretary work system
(Revised October 2025)
Chapter 1 General Provisions
Article 1 In order to further standardize the work responsibilities and procedures of the Secretary of the Board of Directors of Zhejiang Jiuzhou Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and encourage the Secretary of the Board of Directors to better perform his duties, this system is formulated in accordance with the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules and the Articles of Association of Zhejiang Jiuzhou Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The company shall have a secretary to the board of directors. The secretary of the board of directors is a senior manager of the company and is responsible to the board of directors. The relevant provisions for the company's senior managers in laws, regulations, normative documents and the company's articles of association shall apply to the board secretary.
Article 3 The secretary of the company's board of directors is the designated liaison between the company and the Shanghai Stock Exchange. The secretary of the board of directors or the person designated by the secretary of the board of directors is responsible for contacting the Shanghai Stock Exchange and handling matters such as information disclosure and management of changes in stocks and their derivatives in the name of the company.
Article 4 The company shall establish an investment and securities department as the office and information disclosure department of the board of directors, headed by the secretary of the board of directors. The Investment and Securities Department is responsible for corporate governance research and related matters, organizing and implementing work related to shareholders' meetings, preparing for meetings of the board of directors and board special committees, providing support and services for the operation of the board of directors, and responsible for information disclosure and investor relations management.
Chapter 2 Performance of Duties
Article 5 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;
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
(4) Organize and carry out research on corporate governance, assist the chairman of the board in formulating relevant major plans, formulate or revise rules and regulations for the operation of the board of directors; organize the implementation of relevant systems of corporate governance and manage relevant affairs;
(5) Responsible for the confidentiality of company information disclosure, and immediately report and disclose to the Shanghai Stock Exchange when major undisclosed information is leaked;
(6) 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;
(7) Organize company directors and senior managers to conduct training on relevant laws and regulations, and relevant provisions of the Shanghai Stock Exchange, and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure;
(8) Supervise directors and senior managers to abide by laws and regulations, relevant provisions of the Shanghai Stock Exchange and the company's articles of association, and earnestly fulfill the commitments they have made; when they learn that the company, directors or senior managers have made or may make resolutions that violate relevant regulations, they should be reminded and immediately and truthfully reported to the Shanghai Stock Exchange;
(9) Responsible for the management of changes in the company’s stocks and derivatives;
(10) Other duties required by laws, regulations and Shanghai Stock Exchange.
Article 6 The company shall provide convenient conditions for the board secretary to perform his duties, and directors, financial controllers, other senior managers and relevant staff shall support and cooperate with the board secretary’s work.
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 relevant documents, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
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 Shanghai Stock Exchange.
Article 7 The company's board of directors 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 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.
The terms of office of securities affairs representatives shall be governed by Article 8 of this system.
Chapter 3 Appointment and Removal
Article 8 The secretary to the company's board of directors shall have the financial, management, legal and other professional knowledge necessary to perform his duties, and shall have good professional ethics and personal qualities. Persons with any of the following circumstances are not allowed to serve as directors of Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
Secretary of the committee:
(1) Circumstances that stipulate in the "Shanghai Stock Exchange Stock Listing Rules" that one is not allowed to serve as a director or senior manager of a listed company;
(2) Has been subject to administrative penalties from the China Securities Regulatory Commission in the past three years;
(3) Has been publicly condemned by the stock exchange or criticized in notices more than three times in the past three years;
(4) Other circumstances where the Shanghai Stock Exchange determines that the person is not suitable to serve as the secretary of the board of directors.
Article 9 After the company appoints the board secretary and securities affairs representative, it shall make a timely announcement and submit the following materials to the Shanghai Stock Exchange:
(1) Recommendation letter from the board of directors, including a statement that the board secretary and securities affairs representative meet the qualifications stipulated in the "Shanghai Stock Exchange Stock Listing Rules", current position, work performance, personal ethics, etc.;
(2) Resumes and copies of academic certificates of the board secretary and securities affairs representative;
(3) Appointment letter for the secretary of the board of directors, securities affairs representative or relevant board resolutions;
(4) Communication methods of the board secretary and securities affairs representative, including office phone number, mobile phone number, fax, correspondence 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 10 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 11 If the secretary of the 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 of the situations stipulated in Article 8 of this system occurs;
(2) Unable to perform duties for more than three consecutive months;
(3) Making major errors or omissions when performing duties, causing heavy losses to the company and investors;
(4) Violating laws and regulations, relevant provisions of the Shanghai Stock Exchange and the company's articles of association, causing heavy losses to the company and investors.
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
Article 12 During his term of office, the secretary of the board of directors shall participate in business training organized by the Shanghai Stock Exchange as required. The company shall provide guarantees for the board secretary to participate in business training and other related activities.
Article 13 The position of Board Secretary shall not be vacant for a long time. If the original Board Secretary resigns, the candidate for the new Board Secretary shall be determined as soon as possible and the appointment shall be completed.
Article 14 During the vacancy of the 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 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 company shall act as the secretary to the board of directors. If the company's board secretary has been vacant for more than three months, the chairman shall take over the duties of the board secretary and complete the appointment of the board secretary within six months.
Chapter 4 Supplementary Provisions
Article 15 If matters are not covered by this system or conflict with laws, administrative regulations, departmental rules promulgated or modified after this system comes into effect, or company articles of association formulated or modified through legal procedures and relevant provisions of the Shanghai Stock Exchange, the provisions of laws, administrative regulations, departmental rules, and company articles of association shall prevail.
Article 16 This system and its amendments shall take effect from the date of review and approval by the company's board of directors.
Article 17 The right to interpret this system belongs to the company's board of directors.