Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary’s Work System (Revised in August 2026)
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
Zhejiang Jiuzhou Pharmaceutical Co., Ltd.
Board secretary work system
(Revised August 2026)
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) Organize and coordinate the preparation of draft periodic reports, urge the president, financial controller and other senior managers and relevant departments of the company to provide relevant content of periodic reports on time, and summarize them in accordance with the prescribed content and format to form a draft periodic report; recommend that the audit committee review the financial information in the periodic report; recommend that the chairman convene the board of directors to review and disclose periodic reports; pay attention to major abnormalities in periodic reports within the scope of their duties Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
and conduct verification in a timely manner. If problems are discovered, report to the board of directors and make rectification suggestions;
(3) Timely collect information on major events that should be disclosed by the company, report to the board of directors, prepare interim reports in accordance with the prescribed content and format, and organize the disclosure of interim reports;
(4) Responsible for handling the suspension and exemption of company information disclosure, and responsible for the registration, storage and submission of suspended and exempted disclosure information;
(5) Responsible for the confidentiality of the company’s information disclosure, organize the formulation of the inside information management system and maintain the effective implementation of the system, register, keep and submit insider files of inside information in accordance with regulations, and immediately report and disclose to the Shanghai Stock Exchange when major undisclosed information is leaked;
(6) Timely collect matters within the scope of authority of the board of directors and shareholders' meeting, report to the board of directors and make suggestions for convening meetings; prepare and organize board meetings and shareholders' meetings, be responsible for meeting minutes and sign them, ensure that meeting minutes truthfully reflect the meeting, and ensure that the convening, convening and voting procedures of the meeting comply with laws, regulations, relevant regulations of the Shanghai Stock Exchange and the company's articles of association;
(7) If it is discovered that the company’s articles of association, organizational structure, distribution of powers, etc. are not in compliance with laws, regulations and relevant provisions of the Shanghai Stock Exchange, report to the board of directors in a timely manner and make rectification suggestions; if financial information, internal control problems or clues are discovered, report to the audit committee in a timely manner;
(8) Organize company directors and senior managers to conduct training on relevant laws, regulations, and Shanghai Stock Exchange regulations, and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure;
(9) 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;
(10) Assist independent directors in performing their duties, ensure smooth flow of information between independent directors and other directors, senior managers and other relevant personnel, and ensure that independent directors have access to sufficient resources and necessary professional opinions;
(11) Pay attention to media reports and market rumors related to the company, verify relevant situations in a timely manner, report to the board of directors, propose clarifications and other compliant handling suggestions, and urge the company and other relevant entities to respond to inquiries from the Shanghai Stock Exchange in a timely manner;
(12) Responsible for organizing and coordinating the company’s investor relations management work to enhance investors’ understanding and recognition of the company; coordinating the company’s relationships with shareholders, actual controllers, investors, directors, intermediaries, media, and securities companies. Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
Communicate between securities regulatory agencies, etc., and maintain smooth communication channels;
(13) Responsible for the management of changes in the company's stocks and their derivatives, and the company's shareholder register; inspect the disclosure of the holding and trading of the company's stocks by shareholders holding more than 5% of the shares, actual controllers, directors, senior managers, etc. every quarter; if any violations of laws and regulations are discovered, relevant personnel should be urged to make rectifications in accordance with regulations and reported to the Shanghai Stock Exchange in a timely manner;
(14) Responsible for managing the identity information of the company, directors, senior managers and relevant personnel, and completing and maintaining relevant subject information in accordance with the requirements of the Shanghai Stock Exchange;
(15) Other duties required by laws, regulations and Shanghai Stock Exchange.
Article 6 The secretary of the board of directors shall attend the shareholders' meeting and the board of directors' meeting. In order to perform his duties, the secretary of the board of directors has the right to attend relevant meetings of senior managers, review relevant documents and information, understand the company's financial and operating conditions, or request relevant departments and personnel of the company to explain relevant matters.
The company should provide convenient conditions for the board secretary to perform his duties, formulate procedures for reporting, transmitting, reviewing, and disclosing major events, embed the board secretary's performance of duties into the company's daily operation and management process, and ensure that the board secretary obtains information in a timely, accurate, and comprehensive manner.
Directors, other senior managers, and relevant departments of the company shall support and cooperate with the work of the board secretary. When aware of major events, the progress of disclosed matters, etc., they shall promptly perform reporting obligations and notify the board secretary in accordance with company regulations, provide relevant information in a timely manner as required by the board secretary, and shall not refuse, hinder or interfere with the normal performance of the board secretary's duties. If the company's internal audit institution discovers major problems or clues, it shall report them to the audit committee in a timely manner and notify the secretary of the board of directors.
If the secretary of the board of directors is unduly hindered or obstructed in the performance of his duties, he shall report it to the chairman of the board in a timely manner, and the chairman of the board shall coordinate relevant parties to cooperate with the secretary of the board of directors in performing his duties. If the secretary of the board of directors is still unduly hindered or obstructed, he shall report it to the Shanghai Stock Exchange and provide relevant evidence.
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 of the company’s board of directors shall have good professional ethics and personal qualities, and be familiar with securities laws. Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary’s Work System
laws, regulations and rules, and have the necessary work experience to perform their duties.
The work experience necessary to perform duties as mentioned in the preceding paragraph refers to having more than five years of work experience in finance, accounting, auditing, legal compliance, financial industry or other work related to performing the duties of a board secretary, or having obtained a legal professional qualification certificate and having more than five years of work experience, or having obtained a certified public accountant certificate and having more than five years of work experience.
Persons with any of the following circumstances shall not serve as secretary of the board of directors:
(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 by the China Securities Regulatory Commission or has been subject to administrative supervision and management measures by the China Securities Regulatory Commission three or more times in the past 36 months;
(3) Has been publicly censured by the stock exchange or criticized in notifications more than three times in the past 36 months;
(4) Other circumstances stipulated by laws, administrative regulations, China Securities Regulatory Commission, and Shanghai Stock Exchange. The company shall explain and disclose whether the candidate for board secretary meets the requirements of this article.
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.
Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
Article 11 If the secretary of the board of directors falls under any of the following circumstances, he shall stop performing his duties and resign. If the secretary of the board of directors fails to resign, the board of directors shall immediately convene a meeting to dismiss him or her after the board of directors knows or should know of the relevant facts:
(1) Any of the situations stipulated in Article 8 of this system occurs;
(2) Failure to perform duties for more than 3 consecutive months;
(3) Making major errors or omissions when performing duties, causing major losses to the company and investors or having a major impact on the company;
(4) Violating laws and regulations, provisions of the China Securities Regulatory Commission, relevant provisions of the Shanghai Stock Exchange, the company's articles of association, internal management systems, etc., causing significant losses to the company and investors or having a significant impact on the company.
Article 12 The secretary of the board of directors shall be appointed by the board of directors. The Nomination Committee of the Board of Directors selects and reviews candidates for the Board Secretary and his qualifications, and makes recommendations to the Board of Directors. If the company has not set up a nomination committee in the board of directors, independent directors shall hold special meetings to perform the above responsibilities.
The company shall complete the appointment of the board secretary within 6 months after the original board secretary resigns.
Article 13 During the vacancy of the secretary of the board of directors, the chairman of the company shall perform the duties of the secretary of the board of directors.
Article 14 The secretary of the board of directors shall not concurrently serve as the president, vice president in charge of business operations, or financial controller. If the secretary of the board of directors concurrently holds other positions in the company, the responsibilities of the secretary of the board of directors and those of other positions should be clearly distinguished to ensure that there is sufficient time and energy to independently perform the duties of the secretary of the board of directors.
Article 15 If, in the course of performing his duties, the secretary of the board of directors discovers that the company is unable to disclose information on time, that the information disclosure documents contain false records, misleading statements, major omissions, or that the company fails to perform major matter review procedures as required, he shall report it to the Shanghai Stock Exchange in a timely manner.
If the secretary of the board of directors makes suggestions to the board of directors and its special committees but are not adopted in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, he shall report to the Shanghai Stock Exchange in a timely manner.
Article 16 The company shall conduct regular evaluations on the performance of the board secretary’s duties in accordance with the company’s “Remuneration Management System for Directors and Senior Management Personnel” and other company internal management systems.
Article 17 If the secretary of the board of directors fails to perform his duties diligently during the company's regular evaluation or when the following circumstances occur, the company will hold him accountable:
(1) Concealing important facts or fabricating material falsehoods in the announced securities issuance documents;
(2) Failure to disclose regular reports or interim reports on time;
(3) Failure to disclose on the website of the stock exchange or media that meets the conditions stipulated by the China Securities Regulatory Commission shall be disclosed. Zhejiang Jiuzhou Pharmaceutical Co., Ltd. Board Secretary Work System
exposed information;
(4) The information disclosed by the company contains false records, misleading statements or major omissions;
(5) Other violations of information disclosure obligations.
Article 18 If the secretary of the board of directors leaks inside information, engages in insider trading or manipulates the securities market and other illegal acts, the company will hold him accountable in accordance with the law.
Chapter 4 Supplementary Provisions
Article 19 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 20 This system and its amendments shall take effect from the date of review and approval by the company's board of directors.
Article 21 The right to interpret this system belongs to the company's board of directors.