Rules of Procedure for the Board of Directors (September 2025)
Shanghai Ruian Gene Technology Co., Ltd.
Board of Directors Rules of Procedure
(September 2025)
Chapter 1 General Provisions
Article 1 In order to regulate the behavior of the board of directors and its members of Shanghai Ruian Gene Technology Co., Ltd. (hereinafter referred to as the "Company"), clarify the responsibilities, powers and procedures of the company's board of directors, and ensure the democratization and scientificity of its decision-making behavior, in accordance 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"), and the "Guidelines for the Governance of Listed Companies" The "Administrative Measures for Independent Directors of Listed Companies" (hereinafter referred to as the "Administrative Measures"), the "Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the "Shanghai Stock Exchange's Self-Regulatory Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board No. 1 - Standardized Operations" and other relevant regulations and the "Articles of Association of Shanghai Ruian Gene Technology Co., Ltd." (hereinafter referred to as the "Articles of Association") formulate these rules.
Chapter 2 Directors
Article 2 Anyone who falls under any of the circumstances stipulated in the Articles of Association that prohibits serving as a director shall not serve as a director.
Article 3 After being nominated, director candidates shall self-examine whether they meet the qualifications for office, and promptly provide the company with a written explanation of whether they meet the qualifications for office and relevant qualification certificates (if applicable).
The company's board of directors shall verify the candidate's qualifications. If it is found that the candidate does not meet the qualifications, it shall require the nominator to withdraw the nomination of the candidate.
Article 4 Non-employee representative directors are elected or replaced by the shareholders' meeting, with a term of three years each, and may be dismissed by the shareholders' meeting before the expiration of the term. When the term of non-employee representative directors expires, they may be re-elected, but the re-election period of independent directors shall not exceed 6 years. Before the expiration of the term of a non-employee representative director, the shareholders' meeting shall not remove him or her from office without reason.
Employee representative directors are elected or replaced by the workers' conference, and their terms of office are three years. When the term of an employee director expires, he or she may be removed from office by the workers' meeting before the expiration of the term. When the term of employee representative directors expires, they may be re-elected. Before the expiration of the employee director's term, the workers' meeting shall not remove him from office without reason.
Article 5 The term of office of a director shall be calculated from the date of taking office and shall end when the term of the current board of directors expires. If a director's term of office expires and is not re-elected in time, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association until the re-elected director takes office.
Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed one-half of the total number of directors of the company.
The selection and appointment procedures for directors and independent directors are respectively stipulated in the Articles of Association and the relevant provisions of the company's independent director system. The secretary of the board of directors is nominated by the chairman and appointed or dismissed by the board of directors.
Controlling shareholders and senior managers who concurrently serve as company directors should ensure that they have sufficient time and energy to undertake the company's work.
On the premise of complying with relevant laws, administrative regulations, the Articles of Association and the relevant provisions of these Rules, the shareholders' meeting may remove any non-employee representative director whose term has not expired by ordinary resolution (but the claims that can be made under any contract will not be affected by this).
Article 6 Directors shall abide by laws, administrative regulations, the Articles of Association and these Rules, and have the following loyalty obligations to the company:
(1) Not to misappropriate the company’s property or misappropriate company funds;
(2) Company assets or funds shall not be stored in accounts opened in their own names or in the names of other individuals;
(3) No bribery or other illegal income may be taken advantage of;
(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of the Articles of Association, the company shall not directly or indirectly enter into a contract or conduct transactions with the company;
(5) You shall not take advantage of your position to seek business opportunities belonging to the company for yourself or others, unless you report to the board of directors or the shareholders' meeting and pass the resolution of the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with the provisions of laws, administrative regulations or the Articles of Association;
(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, they are not allowed to operate business similar to that of the company for themselves or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules, Articles of Association and these rules.
The provisions of Item (4) of Paragraph 1 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
Article 7 Directors shall abide by the provisions of laws, administrative regulations, the Articles of Association and these Rules, and have the following diligent obligations to the company. When performing their duties, they shall exercise the reasonable care normally due to managers for the best interests of the company.
Directors have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Written confirmation opinions should be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules, Articles of Association and these rules.
Article 8 When a director candidate considers his/her appointment proposal at a shareholders' meeting, board of directors, or workers' meeting or other authorized body, he shall attend the meeting in person and explain his/her qualifications, professional abilities, work experience, violations of laws and regulations, whether there is a conflict of interest with the company, and his/her relationship with the company's controlling shareholders, actual controllers, other directors and senior managers, etc.
Article 9 If a director fails to attend in person or entrust other directors to attend board meetings for two consecutive times, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 10 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the board of directors. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within 2 trading days. If the resignation of a director causes the company's board of directors to fall below the legal minimum number of directors, the resignation of an independent director causes the number of independent directors to be less than 1/3 of the board members, or there are no accounting professionals among the independent directors, the original directors shall still perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules and the Articles of Association before the newly elected directors take office. If his or her resignation without authorization causes losses to the company, the director shall be liable for compensation for the losses caused by his or her absence from office without authorization.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors.
The company shall complete the by-election within 60 days from the date of resignation of the director to ensure that the composition of the board of directors and special committees complies with laws, regulations and these rules.
Article 11 Directors shall state in their resignation report the time of resignation, the reason for resignation, the position resigned, whether they will continue to serve in the company after resignation (if they continue to serve, explain the circumstances of their continued employment), etc.
If the reason for resignation may involve illegal or irregular operations of the company or other directors and senior managers, the director who proposes to resign shall report to the stock exchange in a timely manner.
Article 12 If a director encounters any of the circumstances that prohibit him from serving as a director as stipulated in the Articles of Association during his term of office, the relevant director shall resign within one month from the date of occurrence of such fact.
The company has established a director resignation management system and clarified the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically terminated after the end of his term. Directors shall still keep company secrets after leaving office until the date such secrets become public information; in addition, directors shall still abide by the various fiduciary obligations stipulated in Article 6 of these Rules within one year after leaving office. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.
Article 13 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 14 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of the Articles of Association and these Rules or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
Article 15 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation. If a director violates laws, administrative regulations, departmental rules, the Articles of Association or these Rules when performing his duties and causes losses to the company, he shall be liable for compensation.
When reviewing authorized matters, directors should make prudent judgments on the scope, legality, compliance, rationality and risks of the authorization, and pay full attention to whether it exceeds the scope of authorization stipulated in the company's articles of association, these rules and the rules of procedure of the board of directors, and whether there are major risks in the authorized matters.
Directors should continuously supervise the implementation of authorized matters.
When reviewing major transactions, directors should understand in detail the reasons for the transaction, carefully evaluate the impact of the transaction on the company's financial status and long-term development, and pay special attention to whether there is any behavior that conceals the essence of the related-party transaction by de-related party transactions and damages the legitimate rights and interests of the company and small and medium-sized shareholders.
When reviewing related-party transactions, directors should make clear judgments on the necessity, fairness, true intention, and impact of related-party transactions on the company. They should pay special attention to the pricing policy and pricing basis of the transaction, including the fairness of the evaluation value, the relationship between the transaction price of the transaction object and the book value or evaluation value, etc., and strictly abide by the related-director avoidance system to prevent the use of related-party transactions to regulate profits, transfer benefits to related parties, and damage the legitimate rights and interests of the company and small and medium-sized shareholders.
When reviewing major investment matters, directors should carefully analyze the feasibility and investment prospects of the investment project, and pay full attention to whether the investment project is related to the company's main business, whether the funding source arrangement is reasonable, whether the investment risk is controllable, and the impact of the matter on the company.
Before reviewing the external guarantee proposal, directors should actively understand the basic situation of the guaranteed party, such as its operating and financial status, credit standing, tax payment status, etc.
When reviewing the external guarantee proposal, directors should make prudent judgments on the compliance and rationality of the guarantee, the guaranteed party's ability to repay debts, and the effectiveness of counter-guarantee measures.
When reviewing the guarantee proposals for the company's holding companies and joint-stock companies, directors should focus on whether the shareholders of the holding subsidiaries and joint-stock companies provide guarantees in the same proportion according to their equity ratios.
When reviewing the proposal for the provision of asset impairment provisions, directors should pay attention to the formation process of the asset and the reasons for the provision of impairment provisions, whether the provision of asset impairment provisions is in line with the company's actual situation, whether the amount of provision for impairment is sufficient, and the impact on the company's financial status and operating results.
When reviewing the asset write-off proposal, directors should pay attention to the effectiveness of the internal control system for tracking collection and improvement measures, handling of relevant responsible persons, accrual of asset impairment provisions, and loss handling.
When reviewing proposals involving changes in accounting policies, changes in accounting estimates, corrections of major accounting errors, etc., directors should pay attention to the rationality of the changes or corrections, the impact on the company's regularly reported accounting data, whether retrospective adjustments are involved, whether it results in a change in the nature of the company's profits and losses for the relevant year, and whether there are circumstances in which such matters are used to adjust profits for each period to mislead investors.
Before considering a proposal to provide external financial assistance, directors should actively understand the basic situation of the funded party, such as its operating and financial status, credit status, tax payment status, etc.
When reviewing proposals for external financial assistance, directors should make prudent judgments on the compliance and rationality of the financial assistance provided, the repayment ability of the funded party and the effectiveness of the guarantee measures.
When considering the provision of financial assistance to controlled subsidiaries (except wholly-owned subsidiaries) and joint-stock companies, directors should pay attention to whether other shareholders of the funded object provide financial assistance in proportion to their capital contribution and on equal conditions, whether there are direct or indirect damages to the company's interests, and whether the company performs the approval procedures and information disclosure obligations in accordance with regulations.
When directors consider the sale or transfer of currently used trademarks, patents, proprietary technologies, franchises and other assets related to the company's core competitiveness, they should pay full attention to whether the matter damages the legitimate rights and interests of the company and small and medium-sized shareholders, and should express clear opinions on this matter. The aforementioned opinions shall be recorded in the minutes of the board meeting.
When reviewing entrusted financial management matters, directors should pay full attention to whether the approval power of entrusted financial management is granted to directors or senior managers for personal exercise, whether the relevant risk control systems and measures are sound and effective, and whether the trustee's integrity record, operating conditions and financial status are good.
When reviewing matters such as securities investment and risk investment, directors should pay full attention to whether the company has established a special internal control system, whether investment risks are controllable and whether risk control measures are effective, whether the scale of investment affects the company's normal operations, whether the source of funds is its own funds, and whether there are securities investments, risk investments, etc. that violate regulations.
When reviewing a proposal to change the use of raised funds, directors should pay full attention to the rationality and necessity of the change, and make prudent judgments after fully understanding the feasibility, investment prospects, expected returns, etc. of the post-change project.
When reviewing company acquisitions and major asset reorganization matters, directors should fully investigate the intention of the acquisition or reorganization, pay attention to the credit status and financial status of the acquirer or the counterparty to the reorganization transaction, whether the transaction price is fair and reasonable, whether the acquisition or reorganization is in the overall interests of the company, and prudently assess the impact of the acquisition or reorganization on the company's financial status and long-term development.
When reviewing the profit distribution and conversion of capital reserve into equity (hereinafter referred to as "profit distribution") plans, directors should pay attention to the compliance and rationality of the profit distribution, and whether the plan matches the company's total distributable profits, capital adequacy, growth, and the company's sustainable development.
When reviewing major financing proposals, directors should pay attention to whether the company meets the financing conditions, analyze the pros and cons of various financing methods based on the company's actual conditions, and reasonably determine the financing methods. If a proposal involves the non-public issuance of stocks to related parties, special attention should be paid to the reasonableness of the issuance price.
When reviewing periodic reports, directors should carefully read the full text of the periodic report, focusing on whether the contents of the periodic report are true, accurate and complete, whether there are any major preparation errors or omissions, whether there are significant fluctuations in major accounting data and financial indicators and whether the explanations for the fluctuations are reasonable, whether there are any abnormalities, whether the board of directors' report comprehensively analyzes the company's financial status and operating results during the reporting period and fully discloses major events and uncertainties that may affect the company's future financial status and operating results.
Directors shall sign a written confirmation of whether the periodic report is true, accurate and complete in accordance with the law, and may not entrust others to sign, nor may they refuse to sign for any reason.
If a director cannot guarantee or has objections to the authenticity, accuracy, and completeness of the contents of the periodic report, he shall explain the specific reasons and make an announcement. The board of directors shall explain and make an announcement on the matters involved and their impact on the company.
The company shall not disclose periodic reports that have not been reviewed and approved by the board of directors; if more than half of the directors cannot guarantee the authenticity, accuracy, and completeness of the contents of the periodic report, it will not be deemed to have been approved, and the company shall prepare a new periodic report. If the periodic report has not been reviewed or passed by the board of directors, the company shall disclose the reasons and existing risks, special explanations from the board of directors and the opinions of independent directors.
Article 16 Directors shall strictly implement and urge senior managers to implement board resolutions, shareholders’ meeting resolutions and other relevant decisions. When any of the following situations are discovered during the implementation of relevant resolutions, directors shall promptly report to the company's board of directors and request the board of directors to take corresponding measures:
(1) There are major changes in the implementation environment, implementation conditions, etc., resulting in the inability to implement relevant resolutions or the continued implementation may cause damage to the company's interests;
(2) The actual implementation is inconsistent with the content of the relevant resolutions, or major risks are discovered during the implementation process;
(3) There is a major difference between the actual implementation progress and the relevant resolutions, and it will be difficult to achieve the expected goals with continued implementation.
Article 17 Directors shall promptly pay attention to public media reports on the company, and if they find that they are inconsistent with the actual situation of the company and may or have had a greater impact on the company's stock and derivatives transactions, they shall promptly learn about the situation from the relevant parties, urge the company to find out the true situation and do a good job in information disclosure, and report to the stock exchange when necessary.
Article 18 If any of the following circumstances occurs, directors shall immediately report and disclose to the stock exchange:
(1) Report to the board of directors the major problems discovered in the company's operating activities or the behavior of other directors and senior managers that harm the company's interests, but the board of directors fails to take effective measures;
(2) When the board of directors intends to make a resolution that is suspected of violating laws, administrative regulations, departmental rules, normative documents, the Listing Rules, the Shanghai Stock Exchange's Self-Regulatory Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board No. 1 - Standardized Operations, other relevant provisions of the stock exchange, or the company's articles of association, the director expressly raises objections, but the board of directors still insists on making the resolution;
(3) Other major matters that should be reported.
Article 19 Directors should actively pay attention to the company's affairs and actively understand the company's operations, operations, management and finance through various forms such as reviewing documents, questioning relevant personnel, on-site inspections, organizing investigations, etc. For major matters, major issues or market rumors that are of concern to them, directors shall require relevant company personnel to provide timely explanations or clarifications, and shall propose convening a board of directors review when necessary.
Article 20 Directors shall ensure that the information disclosed by the company is true, accurate, and complete. If a director cannot guarantee that the information disclosed by the company is true, accurate, complete, or has objections, he shall make a corresponding statement in the announcement and explain the reasons. The board of directors shall explain and announce the matters involved and their impact on the company.
Article 21 Directors shall supervise the company's standardized operations, actively promote the construction of various internal systems of the company, take the initiative to understand the impact of major events that have occurred and may occur and their progress on the company, promptly report problems in the company's operating activities to the board of directors, and shall not shirk responsibility on the grounds that they are not directly engaged in or are not familiar with the relevant business.
Article 22: When a director discovers that the company or its directors or senior managers have engaged in suspected violations of laws and regulations, he shall require the relevant parties to immediately correct or stop the violation, report to the board of directors in a timely manner, and submit it to the board of directors for verification. If necessary, he shall report to the stock exchange and other relevant regulatory agencies.
The chairman of the board of directors should actively promote the formulation and improvement of various internal systems of the company, strengthen the construction of the board of directors, ensure that the work of the board of directors is carried out normally in accordance with the law, convene and preside over board meetings in accordance with the law, and urge directors to attend board meetings in person.
Article 23 The chairman of the board of directors shall abide by the rules of procedure of the board of directors, ensure the normal convening of the company's board of directors meetings, timely submit matters that should be reviewed by the board of directors to the board of directors for review, and shall not restrict or hinder other directors in any form from independently exercising their powers.
The chairman of the board of directors shall strictly abide by the collective decision-making mechanism of the board of directors, shall not substitute personal opinions for the board of directors' decision-making, and shall not affect the independent decision-making of other directors.
The chairman of the board of directors shall not engage in conduct beyond the scope of his authority. When the chairman of the board of directors exercises power within the scope of his duties (including authorization) and encounters matters that may have a significant impact on the company's operations, he should make prudent decisions and submit them to the board of directors for collective decision-making when necessary.
The chairman of the board of directors shall promptly inform all directors of the implementation status of authorized matters.
The chairman of the board of directors should actively supervise the implementation of board resolutions and promptly inform other directors of relevant situations. If the actual implementation is inconsistent with the content of the board of directors' resolution, or if major risks are discovered during the implementation process, the chairman of the board of directors shall promptly convene the board of directors to review and take effective measures. The chairman of the board of directors should regularly inform the general manager and other senior managers about the implementation of board resolutions.
The chairman of the board of directors shall ensure the right to know of all directors and the secretary of the board of directors, create good working conditions for them to perform their duties, and shall not obstruct in any form the exercise of their powers in accordance with the law.
After receiving a report on a major incident of the company, the chairman of the board of directors shall immediately urge the secretary of the board of directors to perform the information disclosure obligations in a timely manner.
Chapter 3 The composition and powers of the board of directors
Article 24 The company shall have a board of directors, which shall be responsible to the shareholders' meeting.
Article 25 The board of directors consists of 9 directors, including 3 independent directors. There is one chairman, who is elected by the board of directors with a majority of all directors. Non-employee representative directors are elected by the shareholders' meeting.
Article 26 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Exercising the powers of the legal representative;
(4) Sign important documents of the board of directors and other documents that should be signed by the legal representative of the company;
(5) In the event of force majeure emergencies such as severe natural disasters, exercise special power to handle company affairs in compliance with legal provisions and the company's interests, and report to the company's board of directors and shareholders' meeting afterwards;
(6) Negotiate and communicate in a timely manner with the company’s shareholders, directors and senior managers on relevant issues in the company’s production and operation process;
(7) When necessary, attend the general manager’s office meeting;
(8) Learn about the situation from the special committees and other working bodies under the company’s board of directors;
(9) Other powers granted by the board of directors or stipulated in the company's articles of association.
Article 27 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 28 The board of directors shall have a board secretary. If a director concurrently serves as the secretary of the board of directors, and if a certain act needs to be performed by the director and the secretary of the board of directors respectively, the person who concurrently serves as the director and secretary of the board of directors shall not perform the act in a dual capacity.
Article 29 The board of directors shall establish four special committees including strategy, audit, nomination, remuneration and assessment. The special committee shall be responsible to the Board of Directors and perform its duties in accordance with the Articles of Association and the authorization of the Board of Directors. Proposals shall be submitted to the Board of Directors for review and decision. The members of the special committees are all directors. Among them, independent directors account for the majority of the Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee and serve as conveners. The convener of the Audit Committee is an accounting professional. The Board of Directors is responsible for formulating work procedures for special committees and standardizing their operations.
Article 30 The company shall regularly or irregularly hold meetings attended by all independent directors (hereinafter referred to as the "Special Meetings of Independent Directors"). Relevant matters reviewed by the special meetings of independent directors shall be implemented with reference to the company's "Independent Director System".
Article 31 The board of directors shall exercise the following powers:
(1) Responsible for convening shareholders’ meetings and reporting work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(6) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, or mergers, divisions, dissolutions, and changes to the company’s form;
(7) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc. within the scope authorized by the shareholders’ meeting;
(8) Decide on the establishment of the company’s internal management organization;
(9) Decide on the appointment or dismissal of the company’s general manager, secretary to the board of directors and other senior managers, and decide on their remuneration, rewards and punishments; based on the nomination of the general manager, decide on the appointment or dismissal of the company’s deputy general manager, chief financial officer and other senior managers, and decide on their remuneration, rewards and punishments;
(10) Formulate the company’s basic management system;
(11) Formulate a plan to amend the Articles of Association;
(12) Management company information disclosure matters;
(13) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(14) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(15) Other powers granted by laws, administrative regulations, departmental rules or Articles of Association and the shareholders' meeting.
Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.
Article 32 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.
Article 33 If the specific powers of the board of directors stipulated in the Company Law should be exercised collectively by the board of directors, they may not be authorized to be exercised by others, and they may not be changed or deprived of them through the Articles of Association, shareholders' meeting resolutions, etc.
Other powers of the board of directors stipulated in the Articles of Association shall be subject to collective decision-making and approval when involving major businesses and matters, and shall not authorize a single, several directors or general managers to make decisions.
The board of directors may authorize board members to exercise some powers other than those specified in the preceding two paragraphs during the adjournment period, but the content of the authorization must be clear and specific, and the implementation of the authorized matters must be continuously supervised.
Article 34 The board of directors shall prepare and review periodic reports to ensure timely disclosure. The board of directors should determine the authority over external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, and related transactions, and establish strict review and decision-making procedures; major investment projects should organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval. The decision-making authority of the board of directors on transactions, guarantees, related transactions and other matters is as follows:
(1) If the transaction meets one of the following standards but does not meet the standards for review by the shareholders' meeting, it will be reviewed by the board of directors:
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
The transaction amount accounts for more than 10% of the company’s market value;
The net assets of the transaction target (such as equity) in the most recent fiscal year account for more than 10% of the company’s market value;
The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited operating income in the most recent fiscal year, and exceeds 10 million yuan;
The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and exceeds 1 million yuan;
The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and exceeds 1 million yuan.
If the data involved in the calculation of the above indicators is negative, its absolute value will be used for calculation, and the calculation will be cumulative within twelve consecutive months according to the type of transaction.
(2) When the company provides guarantees, it shall be submitted to the board of directors or shareholders' meeting for review and disclosed in a timely manner. According to the provisions of the Articles of Association and these Rules, external guarantee matters that exceed the decision-making authority of the board of directors shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors.
(3) If a transaction between a company and a related party (excluding the provision of guarantees) meets one of the following standards, it shall be reviewed by the company’s board of directors and disclosed in a timely manner:
Transactions with related natural persons with a transaction amount of more than 300,000 yuan;
The transaction amount with related legal persons accounts for more than 0.1% of the company's latest audited total assets or market value, and exceeds 3 million yuan. Among them, transactions between the company and related parties (excluding the provision of guarantees) that account for more than 1% of the company's most recent audited total assets or market value and exceed 30 million yuan shall be submitted to the shareholders' meeting for review.
If the company conducts the same related-party transaction in batches within twelve consecutive months, the cumulative number of transactions during this period will be calculated.
(4) If a company's transactions within the scope of daily operations meet one of the following standards, they shall be reviewed by the board of directors and disclosed in a timely manner:
The transaction amount accounts for more than 50% of the company's latest audited total assets, and the absolute amount exceeds 100 million yuan; 2. The transaction amount accounts for more than 50% of the company's audited operating income or operating costs in the most recent fiscal year, and exceeds 100 million yuan;
The total profit expected to be generated by the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and exceeds 5 million yuan;
Other transactions that may have a significant impact on the company's assets, liabilities, equity and operating results.
(5) The board of directors decides on changes in accounting policies or accounting estimates other than those approved by the shareholders' meeting.
(6) The board of directors shall grant certain powers to the general manager within the scope of its authority, which shall be stipulated in the general manager’s work rules.
Chapter 4 Meeting Proposals and Notices
Article 35 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors, more than 1/2 of the independent directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.
Article 36 The proposal of the board of directors shall meet the following conditions:
(1) The content does not conflict with laws, regulations, and the provisions of the Articles of Association, and falls within the scope of the company’s business activities and the scope of responsibilities of the board of directors;
(2) It must be in the interests of the company and shareholders;
(3) There are clear topics and specific matters;
(4) Must be submitted in writing.
Article 37 Proposals submitted to the board of directors shall be summarized by the secretary of the board of directors and submitted to the chairman of the board for review, and the chairman shall decide whether to include them on the agenda.
The content of the proposal shall be sent together with the meeting notice to all directors and relevant persons attending the meeting.
Article 38 When a board meeting is held, the chairman, more than 1/3 of the directors, and more than 1/2 of the independent directors have the right to propose temporary proposals, but they are not allowed to propose the cancellation of proposals that have been included in the meeting agenda.
Article 39 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified 10 days before the meeting.
Article 40 Under any of the following circumstances, the chairman shall convene and preside over an extraordinary board meeting within 10 working days after receiving the proposal:
(1) When proposed by shareholders representing more than 1/10 of the voting rights;
(2) When the chairman deems it necessary;
(3) When proposed by more than 1/3 of the directors;
(4) When more than 1/2 of the independent directors propose;
(5) When the Audit Committee proposes
(6) When required by the securities regulatory authorities;
(7) Other situations stipulated in laws, administrative regulations or the company's Articles of Association.
Article 41 If the board of directors convenes an extraordinary meeting, it shall notify all directors three days before the meeting by hand, fax, email, telephone, or email. If the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, the meeting notice can be given by phone or verbally at any time. The convening of the extraordinary board of directors meeting is not subject to the notice time limit, but the convener should make an explanation at the meeting and record it in the meeting minutes.
Article 42 The notice of board meeting shall include the following contents:
(1) Date and place of the meeting;
(2) Meeting period;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 43 The board of directors shall notify all directors in advance within the specified time and provide sufficient information, including relevant background materials on meeting topics and information and data that will help directors understand the company's business progress.
Article 44 When two or more independent directors believe that the information provided by the board of directors is insufficient or the argument is unclear, they may jointly submit a written request to the board of directors to postpone the meeting of the board of directors or to postpone the consideration of the matter, and the board of directors shall adopt it.
Article 45 After the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel the meeting proposals, a written change notice shall be issued three days before the original date of the meeting, explaining the situation and the relevant contents of the new proposals and related materials. If it is less than three days, the meeting date shall be postponed accordingly or held as scheduled after obtaining the approval of all directors present.
After the notice of the extraordinary meeting of the board of directors is issued, if it is necessary to change the time, location and other matters of the meeting or to add, change or cancel the meeting proposals, the approval of all directors present at the meeting must be obtained in advance and corresponding records must be kept.
Article 46 After receiving the notice of the meeting, the directors shall contact the secretary of the board of directors or the designated contact person by fax, telephone, email, person, or express delivery to confirm that they have received the notice of the board meeting and whether they will attend the meeting. If a confirmation reply is not received three days after the notice of the regular meeting is issued or two days after the notice of the extraordinary meeting is issued, the secretary of the board of directors or his designated staff member shall proactively contact the director to confirm whether he has received the notice of the meeting and whether he is attending the meeting.
Chapter 5 Meeting Convening and Resolution
Article 47 A board meeting can only be held if more than half of the directors are present.
Article 48 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may entrust another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization, instructions on the intention to vote on proposals, the validity period of authorization, and shall be signed or sealed by the authorizer. When voting matters are involved, the principal shall express his/her consent, objection or abstention for each matter in the letter of authorization. On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held through video, telephone and other communication methods and resolutions can be made and signed by the participating directors. Directors' responsibilities for voting matters will not be relieved by entrusting other directors to attend. The entrusted director shall submit a written power of attorney to the host of the meeting and state the entrusted attendance in the meeting attendance book. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization.
If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 49 The following principles shall be followed when entrusting and entrusting persons to attend board meetings:
(1) When reviewing related party transactions, non-related directors shall not entrust related directors to attend on their behalf; related directors shall not accept the entrustment of non-related directors;
(2) Independent directors may not entrust non-independent directors to attend on their behalf, and non-independent directors may not accept entrustment from independent directors;
(3) Directors shall not entrust other directors to attend on their behalf without stating their personal opinions and voting intentions on the proposals, and the relevant directors shall not accept entrustments with full powers or unclear authorization;
(4) A director may not accept the entrustment of more than two directors, nor may a director entrust a director who has accepted the entrustment of two other directors to attend the meeting on his behalf.
Article 50 Board meetings shall be held on site in principle. When necessary, on the premise of ensuring that directors can fully express their opinions, and with the consent of the convener (host) and proposer, voting can also be held through online, video, telephone, fax or email voting. Board meetings can also be held in person and simultaneously with other methods. If the meeting is held off-site, the number of directors attending the meeting will be calculated based on the directors present via video display, the directors who expressed opinions during the telephone conference, the actual receipt of valid votes such as faxes or emails within the prescribed period, or the written confirmation of attendance at the meeting submitted by the directors afterwards.
Article 51 The secretary of the board of directors must attend every board meeting. If the secretary of the board of directors is unable to attend the board meeting due to special reasons, the securities affairs representative of the board of directors will attend on his behalf.
Senior managers of the company have the right to attend board meetings. When the matters discussed at the meeting involve matters within the scope of their powers, the company's senior managers may attend the board meeting as invited by the chairperson of the meeting.
Personnel attending the meeting may speak but have no voting rights. Before making a resolution, the board of directors shall fully listen to the opinions of those present.
Article 52 The procedures for convening a board of directors meeting are as follows:
(1) Whether the host of the meeting announces the number of directors present at the meeting (those who entrust other directors are deemed to be present at the meeting) comply with the provisions of the Articles of Association;
(2) After confirming that the number of members of the board of directors reaches the legal number of attendees, the moderator announces the meeting;
(3) Review meeting proposals item by item in accordance with the meeting agenda;
(4) The host of the meeting announces the voting results;
(5) Adopt meeting resolutions;
(6) The host announces the adjournment of the meeting.
Directors should carefully read relevant meeting materials and express opinions independently and prudently based on a full understanding of the situation.
Directors may obtain the information necessary for decision-making from the board secretary, meeting convener, senior managers, various special committees, accounting firms, law firms and other relevant persons and institutions before the meeting. They may also suggest to the host during the meeting that representatives of the above-mentioned persons and institutions attend the meeting to explain the relevant situation. If a director obstructs the normal conduct of the meeting or affects other directors' speeches, the host of the meeting shall stop it promptly. Except with the unanimous consent of all directors present at the meeting, no resolution may be voted on at a board meeting that is not included in the meeting notice. Directors who accept the entrustment of other directors to attend board meetings on their behalf shall not vote on behalf of other directors on proposals not included in the meeting notice.
Article 53 When voting on a resolution at a board of directors meeting, the directors’ voting intentions are divided into consent, opposition and abstention. Directors attending the meeting shall choose one of the above-mentioned intentions. If they fail to make a choice or choose more than two intentions at the same time, the host of the meeting shall ask the director concerned to make a new choice. Those who refuse to make a choice shall be deemed to have abstained; those who leave the meeting midway without returning without making a choice shall be deemed to have abstained.
Article 54 Voting at the meeting shall be one person, one vote. Board resolutions may be voted by either a registered vote or a show of hands. However, if any director requests a vote, a registered vote shall be adopted. On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held through video, telephone and other communication methods and resolutions can be made and signed by the participating directors.
For a board meeting that is not held on-site, the participating directors may submit their voting opinions to the board secretary within the voting time limit through video display, personal delivery, fax, letter or other written means. In the following circumstances, directors shall abstain from voting on relevant proposals:
(1) Situations in which directors should recuse themselves according to laws, regulations, rules and regulations;
(2) Circumstances in which the director himself believes that he should recuse himself;
(3) Other circumstances stipulated in the Articles of Association that require directors to recuse themselves because they are related to the enterprises or matters involved in the resolutions of the board of directors meeting.
In the event that a director abstains from voting, the director shall promptly report in writing to the board of directors. Related directors may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than 3, the matter shall be submitted to the shareholders' meeting for review.
Article 55 After the voting of the participating directors is completed, the relevant staff of the board of directors meeting shall collect the votes of the directors in a timely manner and submit them to the secretary of the board of directors for statistics under the supervision of an independent director or other directors.
If the meeting is held on-site, the presiding officer of the meeting shall announce the statistical results on the spot; in other cases, the presiding officer of the meeting shall require the secretary of the board of directors to notify the directors of the voting results before the end of the next working day after the prescribed voting time limit.
If directors vote after the presiding officer of the meeting announces the voting results or the specified voting time limit expires, their voting results will not be counted.
Article 56 Unless otherwise provided in these rules, resolutions made by the board of directors must be approved by more than half of all directors. If laws, administrative regulations and the Articles of Association stipulate that the board of directors must obtain the consent of more directors to formulate a resolution, such provisions shall prevail.
If there are conflicts in content and meaning between different resolutions, the resolution formed later shall prevail.
Article 57 Directors shall sign the resolutions of the board of directors and assume responsibility for the resolutions of the board of directors. If a board of directors resolution violates laws, regulations or the provisions of the Articles of Association, causing the company to suffer losses, the director who expressed agreement or abstention when voting on the resolution shall bear joint and several liability for compensation; however, if it is proven that he clearly expressed his opposition during the voting and recorded it in the meeting minutes, the director may be exempted from liability.
Chapter 6 Meeting Minutes and Announcement of Meeting Resolutions
Article 58 Board meetings shall have minutes, and the directors, board secretary and recorder who attended the meeting shall sign on the minutes.
Directors attending the meeting have the right to request that the records of their own speeches be revised or clarified. However, if the opinions are contrary to the original views, all directors attending the meeting must be notified.
The minutes of board meetings shall be kept by the secretary of the board of directors as company files. The retention period of board meeting minutes is ten years.
Article 59 The minutes of the board of directors meeting shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) Voting and results of each resolution matter (voting results should indicate the number of votes in favor, opposition or abstention).
Article 60 The directors attending the meeting shall sign and confirm the meeting minutes and resolution records on their own behalf and on behalf of the directors who entrusted them to attend the meeting on their behalf. If directors have different opinions on meeting minutes, minutes or resolutions, they may give written explanations when signing. When necessary, it should be reported to the regulatory authorities in a timely manner, and a public statement can also be made. Directors are responsible for the resolutions of the board of directors. If a board resolution violates relevant laws, regulations or the provisions of the Articles of Association, causing the company to suffer serious losses, the directors who agreed or abstained from voting on the resolution shall be jointly and severally liable for compensation, but directors who are proven to have expressly expressed their opposition during the voting and recorded it in the meeting minutes may be exempted from liability.
If a director fails to sign for confirmation in accordance with the provisions of the preceding paragraph, or fails to provide a written explanation of his or her different opinions or make a public statement, he shall be deemed to have fully agreed with the contents of the meeting minutes.
Article 61 The company holds a board meeting. After the meeting, the board resolutions shall be signed and confirmed by the directors present at the meeting.
Article 62 Announcement of board resolutions shall be handled by the board secretary in accordance with the relevant provisions of the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules. Before the announcement of the resolution is disclosed, the directors present at the meeting, meeting attendees, record-keeping and service personnel, etc. have the obligation to keep the content of the resolution confidential.
Directors shall sign written confirmation opinions on the company's securities issuance documents and periodic reports, and ensure that the company discloses information in a timely and fair manner, and that the disclosed information is true, accurate, and complete; if a director cannot guarantee the authenticity, accuracy, completeness, or objection of the contents of securities issuance documents and periodic reports, or has objections, he shall express his opinions and state the reasons in the written confirmation opinions.
If the company's directors discover that the company's financial accounting report contains false records, misleading statements or major omissions and report it to the board of directors, or if an intermediary agency points out to the board of directors that the company's financial accounting report contains false records, misleading statements or major omissions, the board of directors shall promptly report to the Shanghai Stock Exchange and disclose it. If a company discloses relevant information in accordance with the provisions of the preceding paragraph, it shall disclose in the announcement the major problems existing in the financial accounting report, the consequences that have or may result, and the measures that have been taken or planned to be taken.
Article 63 The chairman of the board of directors shall urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the resolutions that have been formed at subsequent board meetings.
Chapter 7 Supplementary Provisions
Article 64 If there are no provisions in these rules, the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association shall apply.
If any provision of these rules conflicts with the provisions of laws, administrative regulations, departmental rules, normative documents and the Articles of Association in effect at that time, the provisions of the laws, administrative regulations, departmental rules, normative documents and the Articles of Association in effect at that time shall prevail.
Article 65 The terms "above", "within" and "below" mentioned in these rules all include the original number; "less than", "beyond", "less than", "more than", "over" and "exceed" do not include the original number.
Article 66 The company’s board of directors is responsible for interpreting these rules.
Article 67 These Rules shall come into effect from the date of review and approval by the company’s shareholders’ meeting, and the same applies to modifications to these Rules.