Berry Gene: Working Rules of the Compliance Management Committee of the Board of Directors
Chengdu Berry and Kang Gene Technology Co., Ltd.
Working Rules of the Compliance Management Committee of the Board of Directors
Chapter 1 General Principles
Article 1 In order to improve the governance structure of Chengdu Berry and Kang Gene Technology Co., Ltd. (hereinafter referred to as the "Company"), promote the construction of the company's compliance system, and strengthen compliance management, in accordance with the "Company Law of the People's Republic of China", "Listed Company Governance Code", "Shenzhen Stock Exchange Stock Listing Rules" and other normative documents, and the "Articles of Association of Chengdu Berry and Kang Gene Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), etc., the Compliance Management Committee of the Board of Directors has been established and these working rules have been formulated.
Article 2 The Compliance Management Committee of the Board of Directors (hereinafter referred to as the "Compliance Management Committee") is a specialized working organization established by the company's board of directors. It performs its duties in accordance with the Articles of Association and the authorization of the board of directors, is responsible to the board of directors, reports work to the board of directors, and is mainly responsible for promoting the company's rule of law and guiding the company's compliance management work.
Article 3 The permanent body of the Compliance Management Committee is located in the Securities Investment Department, which is responsible for the daily affairs of the Compliance Management Committee.
Chapter 2 Personnel Composition
Article 4 The Compliance Management Committee shall consist of 3 to 5 directors, of which at least one is an independent director and at least one has more than three years of practical experience in law, finance and taxation or corporate management.
Article 5 Members of the Compliance Management Committee shall be nominated by the chairman of the board of directors, more than half of independent directors, or more than one-third of directors, and shall be elected by the board of directors.
Article 6 The Compliance Management Committee shall have a chairman, who shall be elected by more than half of all members and shall be responsible for presiding over the work of the committee.
Article 7 The term of office of the Compliance Management Committee is consistent with the term of the board of directors. Members may be re-elected upon expiration of their term. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the board of directors will replenish the number of members in accordance with the provisions of Articles 4 to 6 above. If resignation causes the Compliance Committee to have fewer than three members, or there are no independent directors, the members need to continue to perform their duties until the newly elected members take office.
Chapter 3 Responsibilities and Permissions
Article 8 The main responsibilities of the Compliance Management Committee:
(1) Review basic compliance management systems, major matters, etc.;
(2) Review the company’s annual compliance management report;
(3) Review the formulation and major modifications of the company’s basic management system;
(4) Review compliance reporting matters;
(5) Review matters related to compliance management that need to be reviewed by the board of directors.
Article 9 The Compliance Management Committee may hire an intermediary agency to provide professional advice for its decision-making, which shall be implemented with the approval of the board of directors, and the relevant reasonable expenses shall be paid by the company.
Article 10 The Compliance Management Committee shall report to the Board of Directors on matters that need to be submitted to the Board of Directors for review and decision, and make recommendations.
Chapter 4 Rules of Procedure
Article 11 Compliance Management Committee meetings are divided into regular meetings and temporary meetings. Extraordinary meetings can be convened when more than two members propose it, or when the chairman deems it necessary.
The meeting of the Compliance Management Committee is presided over by the chairman. If the chairman is unable to attend, he may entrust a member to preside over the meeting.
Article 12 The procedures for deliberation at the Compliance Management Committee meeting are:
(1) The proposer reports the proposal;
(2) Members attending the meeting ask questions and express opinions;
(3) Personnel attending the meeting accept questions or consultations, and provide opinions and suggestions;
(4) The moderator summarizes the meeting opinions;
(5) Members vote on the motion;
(6) The moderator announces the voting results.
The voting method for meetings of the Compliance Management Committee is voting, and each member has one vote.
Article 13 A meeting of the Compliance Management Committee must be attended by more than two-thirds of the members. Proposals made at the meeting must be approved by more than half of all members, and the opinions of dissenting members must be fully recorded in the minutes of the meeting.
Article 14 If a member of the Compliance Management Committee is unable to attend a meeting for any reason, he may entrust another member in writing to attend on his behalf. If voting matters are involved, the client shall specify his voting opinions in the power of attorney. Members attending meetings on their behalf shall exercise their rights within the scope of authorization. If a member fails to attend the meeting or entrust other members to attend, he shall be deemed to have given up his right to vote at the meeting.
The power of attorney shall state the names of the principal and trustee, matters of agency, voting intention and validity period. Members shall not make or accept entrustments without voting intention, full powers or entrustments with unclear scope of authorization. A member's responsibility for voting matters will not be relieved by entrusting other members to attend. The power of attorney should be sent to the host of the meeting in original or fax before the meeting. If it is sent by fax, the original power of attorney should be sent to the secretariat within five working days after the meeting.
Trustee members shall exercise their rights within the scope of authorization. If a member fails to attend the meeting and does not authorize other members to attend on his behalf, he shall be deemed to have given up his right to vote at the meeting.
Article 15 Regular meetings of the Compliance Management Committee shall be notified to all members two days before the meeting. The meeting notice should state the following:
(1) How the meeting is held;
(2) Meeting date and location;
(3) The cause or issue;
(4) The date of issuing the notice;
(5) Meeting contact person and contact information.
In the event of an emergency and a temporary meeting needs to be held as soon as possible, all members can be notified through WeChat or telephone, and the temporary meeting can be convened.
Article 16 In principle, the leaders in charge of the business or functional departments related to each proposal should attend the meeting as a non-voting delegate, and the secretary of the board of directors must attend the meeting as a non-voting delegate. In principle, the person in charge of the finance department must attend the meeting as a non-voting delegate. If the person in charge of the relevant department cannot attend the meeting as a non-voting delegate, he or she may entrust someone else to attend the meeting as a non-voting delegate. If necessary, other directors, senior managers, legal advisors, etc. of the company may also be invited to attend the meeting. Those present may accept questions or consultations but do not have the right to vote.
Article 17 All members, persons attending the meeting and conference staff are responsible for keeping the contents of the meeting confidential and shall not leak or publish them to the public without authorization. If a leak occurs that causes damage to the company's legitimate rights and interests, the company will hold the leaker accountable accordingly in accordance with the law. If an intermediary is hired to provide professional advice, a confidentiality agreement should be signed. All meeting materials will be collected by the Secretariat at the end of the meeting.
Article 18 The Compliance Management Committee can be held on-site or off-site. On the premise of ensuring that the members of the Compliance Management Committee fully express their opinions, with the consent of the chairman and proposer, voting can also be held by video, telephone, fax or email voting. Meetings of the Compliance Management Committee may also be held on-site through a combination of other methods.
Article 19 The on-site meeting of the Compliance Management Committee shall have meeting minutes. The secretariat shall be responsible for the meeting minutes. Members attending the meeting shall sign on the meeting minutes. Members attending the meeting have the right to request that an explanatory record of their speeches at the meeting be recorded in the minutes. Meeting minutes include the following:
(1) The date, place, method and name of the convener of the meeting;
(2) Names of committee members who attended and entrusted to attend the meeting;
(3) Names of persons attending the meeting;
(4) The name of the bill, the unit of the bill, and the proposer;
(5) Key points of speeches by members and non-voting persons;
(6) The voting method and results of the motion (the voting results should indicate the number of votes in favor, opposition or abstention);
(7) Other matters that the committee deems should be recorded.
Article 20 The meeting notices, meeting agendas, motion materials, meeting recording materials, power of attorney, voting votes, meeting minutes and meeting minutes signed and confirmed by the participating members of the committee meeting shall be collected and sorted by the secretariat as company files and transferred to the company's archives management department for permanent preservation on an annual basis.
Article 21 Members and other participants attending the meeting are obligated to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Article 22 The procedures for convening the meeting of the Compliance Management Committee, the voting method and the resolutions passed at the meeting must comply with the provisions of relevant laws, regulations, the Articles of Association and these working rules.
Article 23 The Secretariat is responsible for the daily work of the Compliance Management Committee such as work liaison, meeting organization, material preparation and file management.
Chapter 5 Supplementary Provisions
Article 24 In these working rules, "above" includes the original number; "over" does not include the original number.
Article 25 Matters not covered in these working rules shall be implemented in accordance with relevant national laws, regulations and the Articles of Association. If these work rules are inconsistent with relevant laws, regulations and the provisions of the Articles of Association, the provisions of the laws, regulations and the Articles of Association shall prevail.
Article 26 The Board of Directors is responsible for formulating and revising these working rules, and the Board of Directors is responsible for interpreting them.
Article 27 These working rules shall be implemented from the date of review and approval by the board of directors.
Chengdu Berry and Kang Gene Technology Co., Ltd.
December 2025