Work Rules for the President of Qingdao Weilan Biological Co., Ltd.
Qingdao Weilan Biological Co., Ltd.
President’s work rules
Chapter 1 General Provisions
Article 1 In order to regulate the work behavior of the president of Qingdao Weilan Biological Co., Ltd. (hereinafter referred to as the "Company"), ensure that the president performs his duties in accordance with the law, and promote the standardized operation of the company, these detailed rules are formulated in accordance with the "Company Law of the People's Republic of China", the Securities Law of the People's Republic of China and other laws and regulations and the "Articles of Association of Qingdao Weilan Biological Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 In addition to complying with the provisions of these Rules, the president shall also comply with the provisions of relevant laws, regulations, normative documents and the company's articles of association when performing his duties.
Chapter 2 Setting up the President
Article 3 The company shall have a president, who shall be appointed or dismissed by the board of directors. Directors may be employed concurrently as president, executive president, vice president or other senior management personnel.
Article 4 Personnel holding other administrative positions other than directors and supervisors in the controlling shareholder unit of the company shall not serve as the president of the company.
The president or other senior managers only receive salary from the company and are not paid by the controlling shareholder.
Article 5 The term of office of the president is three years, and he can be re-elected.
Article 6 The president should meet the following conditions:
(1) Have good personal qualities and professional ethics;
(2) Have a good educational and professional background, have necessary operation and management experience, be familiar with production and operation business and relevant economic regulations, and be competent in company operation and management;
(3) Have strong organizational leadership skills, hard work spirit, pioneering consciousness, and know people well;
(4) Be honest, diligent, and honest.
Article 7 Anyone who falls under any of the following circumstances shall not serve as the president of the company:
(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 bearing 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 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 taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the Shanghai Stock Exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
Article 8 The provisions of Articles 5 to 7 of these Rules shall apply to other senior managers of the Company.
Chapter 3 President’s Powers
Article 9 The president is responsible to the board of directors and exercises the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s executive president, vice president, financial director and other senior management personnel;
(7) Decide to appoint or dismiss management personnel other than those who shall be appointed or dismissed by the board of directors;
(8) Other powers granted by the company's articles of association or the board of directors.
The president attends board meetings.
Article 10 The president shall decide on the use of company funds and assets, sign major contracts and other matters within the scope of the company's articles of association and the authorization of the board of directors.
Article 11 The president shall report to the board of directors on the signing and implementation of the company's major contracts, the use of funds, and the profit and loss situation in accordance with the relevant regulations of the company or the requirements of the board of directors. The President must vouch for the authenticity of the report.
Article 12 The executive president, vice president, financial director, board secretary, and human resources director assist the president in his work.
Chapter 4 Responsibilities and Division of Labor
Article 13 The president shall perform the following duties:
(1) Maintain the property rights of the company's legal persons, ensure the preservation and appreciation of the company's assets, and correctly handle the interests of shareholders, the company and employees;
(2) Strictly abide by laws, regulations, company articles of association and board of directors resolutions, regularly report work to the board of directors, and listen to the board of directors’ opinions and suggestions;
(3) When exercising their powers, they shall not exceed the scope of authority and shall not change the resolutions of the shareholders' meeting or the board of directors without authorization;
(4) When researching and formulating issues related to employee wages, benefits, production safety, labor protection, labor insurance, dismissal (or dismissal) of company employees and other issues involving the vital interests of employees, the opinions of the trade union should be listened to or solicited in advance;
(5) Organize all aspects of the company to implement the work tasks determined by the board of directors, promote an effective economic responsibility system, and ensure the completion of various work tasks and production and operation goals determined by the shareholders' meeting and the board of directors;
(6) Focus on analyzing and researching market information, organizing research and development of new products, new technologies, new models, and new business formats, developing new businesses, and enhancing the company's market adaptability and competitiveness;
(7) Organize and implement the comprehensive quality management system to improve quality and management levels;
(8) Take practical measures to promote the company’s technological progress and modern management, improve economic benefits, and enhance the company’s self-reform and self-development capabilities;
(9) Pay great attention to production safety, do a good job in fire protection, and conscientiously do a good job in environmental protection;
(10) Strengthen the training and education of employees, pay attention to the construction of spiritual civilization, cultivate a good corporate culture, gradually improve the material and cultural living conditions of employees, and fully mobilize the enthusiasm and creativity of employees.
Article 14 The CEO shall perform the following duties:
(1) Assist the president to carry out his work and be responsible to the president;
(2) Responsible for the production and operation management of relevant business segments in accordance with the division of labor and scope of authorization determined by the president;
(3) Assist the president in organizing and implementing the company's business plan and board of directors resolutions, and assume responsibility for the business objectives and results of the business segments in charge;
(4) Within the scope of authorization, be responsible for the appointment and removal of personnel, organizational structure and business promotion of the business sector in charge;
(5) In accordance with the company's business approval authority, approve or review relevant business matters of the business segment in charge, and assume corresponding responsibilities;
(6) Propose decision-making suggestions on major business matters of the company within the scope of responsibility;
(7) When the president is unable to perform his duties, act as the president according to the authorization;
(8) Handle other matters assigned by the president.
Article 15 The vice president shall perform the following duties:
(1) Assist the president and executive president in carrying out their work and be responsible to the president and executive president;
(2) Responsible for the work of the departments or business modules in charge of them according to the division of labor and scope of authorization decided by the president or executive president;
(3) Make suggestions to the president or executive president on matters such as personnel appointment and removal, organizational changes, etc. within the scope of his/her responsibility;
(4) In accordance with the company's business approval authority, approve or review the business of the department in charge, and assume corresponding responsibilities;
(5) Providing professional opinions and suggestions on the company’s business management matters within the scope of responsibility;
(6) Handle other matters assigned by the president or executive president.
Article 16 The chief financial officer shall perform the following duties:
(1) In charge of the company’s financial management and accounting work, carry out daily work under the leadership of the president, and be responsible to the president;
(2) Formulate the company's financial accounting system, prepare the company's quarterly, interim and annual financial reports on time, and ensure that they are true, accurate, complete and reliable;
(3) Formulate the approval and management authority for the company’s funds, asset utilization, contract signing and other businesses, and submit it to the president for approval;
(4) Make suggestions to the president on matters such as financial affairs and the appointment and removal of personnel within the scope of work in charge, organizational changes, etc.;
(5) Submit analysis reports on the company’s financial status to the president on a regular or irregular basis and make corresponding suggestions;
(6) Maintain communication between the company and financial institutions, ensure the financial support required for the company’s normal operations, and maintain the safety and normal operation of the company’s funds;
(7) Participate in the company's major business decisions, assist the president in exercising his powers, and provide financial opinions and suggestions for the company's directors, president, and board secretary to perform their duties;
(8) Handle other matters assigned by the president.
Article 17 The human resources director shall perform the following duties:
(1) Formulate medium- and long-term human resources strategies and plans based on the company's development strategy. Optimize the organizational structure and designate positions and personnel to ensure the efficient operation of the organization;
(2) Coordinate the establishment and optimization of recruitment, training, performance, salary, employee relations, talent development and other systems, formulate and implement various talent recruitment plans, performance appraisal systems, salary incentive systems and training and development plans;
(3) Responsible for the selection, evaluation, training and retention of middle and senior management personnel. Discover potential core talents and establish a core talent echelon.
(4) Create and spread corporate culture and enhance team cohesion. Accept labor disputes, handle complex employee relations, and maintain company brand image and compliance;
(5) Organize the daily work of the human resources department, formulate annual budgets and control costs. Report to the president and guide the human resources work of various functional departments;
(6) Be familiar with national and local labor laws and regulations and ensure that the company’s personnel policies are legal and compliant. Responsible for communication and coordination with external units such as government human resources and social security agencies and social security agencies.
Article 18 The secretary of the board of directors shall perform the duties stipulated in the "Articles of Association", "Working Rules of the Secretary of the Board of Directors" and other systems.
Article 19 The president, executive president, vice president, financial director and other senior management personnel shall abide by the provisions of laws, regulations and the company's articles of association, and have a duty of loyalty and diligence to the company. They shall take measures to avoid conflicts between their own interests and the company's interests, and shall not use their powers to seek improper benefits. When performing their duties, they shall exercise the reasonable care normally due to managers for the best interests of the company.
Article 20 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall be liable for compensation in accordance with the law.
If a senior manager performs his duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation.
If senior managers violate laws, administrative regulations, departmental rules or the company's articles of association when performing their duties and cause losses to the company, they shall be liable for compensation.
Chapter 5 President’s Office Meeting
Article 21 The president's office meeting is a meeting to study and resolve important issues in the company's administration and operation management. It is the main form in which the president exercises his powers.
The president's office meetings are divided into regular meetings and extraordinary meetings. In principle, regular meetings are held once a month, and extraordinary meetings can be held at any time with notice.
The president's office meeting is convened and chaired by the president.
Article 22 The president’s office meeting shall consider the following matters:
(1) Formulate the company’s annual plan and investment plan;
(2) Decide on major business and management matters of the company within the scope of the president’s authority;
(3) Formulate the company’s annual financial budget plan and final financial settlement plan;
(4) Formulate a plan for the establishment of the company’s internal management organization;
(5) Decide to appoint or dismiss management personnel other than those who should be appointed or dismissed by the board of directors;
(6) Other matters that the president believes need to be studied and resolved.
Article 23 Participants in the president's office meeting include the president, executive president, vice president, financial director, board secretary, and human resources director. The president may designate other personnel to attend or attend the meeting based on the topics to be considered at the meeting. The Chairman or other members of the Board of Directors may attend meetings upon invitation.
Article 24 The president, executive president, vice president, financial director, board secretary, and human resources director who participate in the president's office meeting have the right to propose meeting topics. Whether matters are included in the meeting for consideration shall be decided by the president or the meeting host designated by the president. When raising meeting topics, sufficient relevant materials should be provided at the same time.
Article 25 The president shall designate functional departments to supervise the implementation of matters resolved at the president’s office meeting and report the implementation status to the president or the president’s office meeting. The resolutions of the meeting must be implemented conscientiously and shall not be changed without authorization. If problems are encountered during actual implementation and the original decision needs to be changed, the decision should be reported to the president and the president will decide whether to change the original decision.
Article 26 Notice of the president’s office meeting shall be issued before the meeting. The content of the notice includes the meeting time, location, meeting host, meeting topics, meeting agenda, date of notification, etc.
Article 27 The president’s office meeting shall have meeting minutes, which shall include the following contents:
(1) The date, place and name of the host of the meeting;
(2) Names of persons attending the meeting;
(3) The main contents and decisions of the meeting.
Chapter 6 President Reporting System
Article 28 The president shall report regularly or irregularly to the board of directors on major decisions and major events in the company's daily operations and management. The board of directors may request the president to report on work at any time when it deems it necessary. The president shall report on his work as required by the board of directors within five days after receiving the notice. The report contents mainly include:
(1) The implementation of the company’s strategy and problems and countermeasures in daily operations;
(2) Progress of major investment projects;
(3) Implementation of board resolutions;
(4) The progress of matters authorized by the board of directors;
(5) Other matters required to be reported by the board of directors.
Article 29 The president must accept inspection of his work by the board of directors.
Chapter 7 Supplementary Provisions
Article 30 Matters not covered in these detailed rules shall be implemented in accordance with relevant national laws, regulations, normative documents, company articles of association and other relevant provisions; if these detailed rules conflict with laws, regulations, normative documents promulgated by the country in the future or the revised company articles of association, the relevant national laws, regulations, normative documents and company articles of association shall be implemented.
Article 31 These detailed rules are formulated and revised by the company's board of directors, and the company's board of directors is responsible for interpretation.
Article 32 These detailed rules shall take effect from the date of review and approval by the company's board of directors.
Qingdao Weilan Biological Co., Ltd.
April 25, 2026