Resignation Management System for Directors and Senior Management of Beijing Kangchen Pharmaceutical Co., Ltd.
December 2025
Beijing Kangchen Pharmaceutical Co., Ltd.
Resignation management system for directors and senior managers
Chapter 1 General Provisions
Article 1 In order to standardize the resignation procedures of directors and senior managers of Beijing Kangchen Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and protect the stability of the corporate governance structure and the legitimate rights and interests of shareholders, the company complies with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "Guidelines on the Articles of Association of Listed Companies", "Stock Listing Rules of the Shanghai Stock Exchange", "Rules for the Management of the Company's Shares Held by Directors and Senior Managers of Listed Companies and their Changes" and "Self-Discipline Supervision Guidelines for Listed Companies of the Shanghai Stock Exchange Article 1" No. - Standardized Operations" and other laws, regulations, normative documents and the relevant provisions of the "Articles of Association of Beijing Kangchen Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is formulated.
Article 2 This system applies to the resignation, expiration of term, dismissal and other resignation situations of all directors (including independent directors) and senior managers of the company.
Chapter 2 Circumstances and Procedures for Resignation
Article 3 The resignation of directors and senior managers of a company includes failure to re-elect at the expiration of their term, voluntary resignation, retirement, dismissal from office, and other circumstances that lead to the actual resignation of directors and senior managers.
Article 4 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the company's board of directors. Unless otherwise provided in this system, the resignation will take effect on the day the company's board of directors receives the resignation report, and the company will disclose the relevant information within two trading days. If the resignation of a director causes the company's board of directors to have fewer than the legal minimum number of members or the resignation of an independent director will result 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, before the re-elected directors take office, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and these articles of association. 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.
Article 5 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made. If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.
Article 6 Senior managers of the company may resign before the expiration of their term of office and shall submit a written resignation report to the board of directors, which shall take effect when the board of directors receives the resignation report. In addition to the above provisions, the specific procedures and methods for the resignation of senior managers may be implemented in accordance with the labor contract signed between them and the company.
Article 7 Directors and senior managers of a company are natural persons and cannot serve as directors or senior managers of the company if they fall into any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) For corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, he was sentenced to a sentence and the execution period has not exceeded 5 years, or he has been deprived of political rights due to a crime and the execution period has not expired for 5 years. If he is sentenced to a suspended sentence, it has not been 2 years since the expiration of the probation period;
(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) If you serve as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to violation of laws, and you bear personal responsibility, it has not been more than 3 years since the date when the company or enterprise had its business license revoked or ordered to close.
(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 imposed a ban on market entry 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 period has not yet expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director is elected or appointed or a senior manager is appointed in violation of the provisions of this Article, the election, appointment 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 8 Directors and senior managers of a company shall entrust the company to declare their names, positions, ID numbers, securities accounts, time of resignation and other personal information through the stock exchange website within 2 trading days after leaving the company.
Chapter 3 Responsibilities and Obligations of Resigning Directors and Senior Management
Article 9 When the resignation of directors and senior managers takes effect or their term of office expires, all transfer procedures must be completed to the board of directors. Their loyalty obligations to the company and shareholders will not be automatically terminated after the end of their term. Unless otherwise provided by laws and regulations or otherwise agreed in writing by both parties, these obligations will remain effective for 2 years after the expiration of their term. The responsibilities of directors and senior managers due to the performance of their duties during their term of office shall not be relieved or terminated upon resignation.
Article 10 When a director or senior manager resigns, the company shall comprehensively review all public commitments made by the director or senior manager during their tenure, including but not limited to performance commitments, share locking commitments, and commitments to resolve horizontal competition, etc.
Article 11 If directors and senior managers have unfulfilled public commitments before their resignation, the company has the right to require them to formulate a written implementation plan and commitments; if they fail to perform in accordance with the aforementioned commitments and plans, the company has the right to require them to compensate for all losses resulting therefrom.
Article 12 Directors and senior managers shall sign a confidentiality agreement with the company. After the expiration of his term, his confidentiality obligations to the company's business secrets, including core technologies, will still be valid until the business secrets become public information. For directors and senior managers who master and are familiar with the company's core technologies or core secrets, the non-competition obligations after resignation shall be stipulated in separate agreements signed by the company and relevant directors and senior managers in accordance with the "Labor Contract Law of the People's Republic of China" and other relevant laws and regulations.
Article 13 Resigning directors and senior managers shall fully cooperate with the company in the follow-up verification of major matters during the performance of their duties, and shall not refuse to provide necessary documents and explanations.
Article 14 Directors and senior managers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties in the company and cause losses to the company shall bear liability for compensation. The aforementioned liability for compensation shall not be waived by his resignation.
Chapter 4 Shareholding Management of Resigned Directors and Senior Management
Article 15 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.
Article 16 Changes in shareholdings of resigned directors and senior managers shall comply with the following regulations:
(1) Directors and senior managers of the company shall not transfer their shares in the company within 6 months after resigning;
(2) If a company's directors or senior managers resign before the expiration of their term of office, they shall abide by the following provisions during the term of office determined when they take office and within six months after the expiration of their term of office:
The shares transferred each year through centralized bidding, block transactions, agreement transfer, etc. shall not exceed 25% of the total number of company shares held by them, except for changes in shares due to judicial enforcement, inheritance, bequest, division of property according to law, etc.;
Within six months after resigning, the shares held by the company shall not be transferred;
Other regulations of the China Securities Regulatory Commission and Shanghai Stock Exchange.
Article 17 If resigning directors or senior managers make commitments regarding the proportion of shares held, holding period, change method, change quantity, change price, etc., they shall strictly implement the commitments made.
Chapter 5 Supplementary Provisions
Article 18 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations and the "Articles of Association" and other corporate governance provisions; if this system conflicts with laws, administrative regulations, rules, normative documents or the "Articles of Association", the provisions of laws, regulations, rules, normative documents and the "Articles of Association" shall be implemented.
Article 19 The company’s board of directors is responsible for interpreting this system.
Article 20 This system shall take effect and be implemented from the date of review and approval by the board of directors, and the same shall apply when it is revised.