Rip Biotech: Internal Accountability System (November 2025)
Rip Biotechnology Co., Ltd.
internal accountability system
Chapter 1 General Provisions
Article 1 In order to improve the corporate governance structure of Ruipu Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), improve the internal restraint and accountability mechanism, promote the company's management to fulfill their duties, and improve the company's decision-making and operation management level, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law") "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "Articles of Association", "Basic Standards for Enterprise Internal Control", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies" No. 2 - Standardized Operation of GEM Listed Companies" and the "Guidelines for the Establishment and Improvement of Internal Accountability Systems for Securities Violations and Violations by Listed Companies in Tianjin" (Trial) issued by the Tianjin Supervision Bureau of the China Securities Regulatory Commission and other relevant laws, regulations and documents. This system is specially formulated based on the actual situation of the company.
Article 2 The company's board of directors and senior managers shall improve the construction of the company's internal control system in accordance with the Company Law, Securities Law, Shenzhen Stock Exchange GEM Stock Listing Rules, Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association to promote the company's standardized operations and healthy development.
Article 3 The internal accountability system refers to the system for holding company directors, senior managers and other key personnel in the capital market accountable for their intentional, negligent or omissions that have adverse impacts and consequences on the company within the departments under their jurisdiction and within the scope of their work responsibilities.
Article 4 The accountability objects referred to in this system include but are not limited to key personnel in the capital market such as company directors, senior managers, branch general managers, financial officers, and insiders (collectively, "accountees").
Article 5 This system adheres to the following principles:
(1) The principle of equality before the system;
(2) The principle of consistency of powers and responsibilities, and reciprocity of responsibilities and punishments;
(3) The principles of seeking truth from facts, objectivity, fairness, impartiality and openness;
(4) The principle of combining accountability with improvement, and combining punishment with education.
Chapter 2 Accountability Matters
Article 6 Accountability matters involved in this system include but are not limited to the following:
1. General situation
(1) Directors fail to perform or incorrectly perform their duties, fail to attend meetings without reason, and fail to implement resolutions of the shareholders’ meeting, the board of directors or the audit committee; senior managers fail to perform or incorrectly perform their duties, and fail to implement board resolutions;
(2) The work plan reviewed and approved by the company's board of directors clearly stipulates the work tasks and work requirements that should be undertaken by it, and the work cannot be completed due to failure to perform due diligence or dereliction of duty and causes greater losses or adverse effects to the company;
(3) Failure to conscientiously perform the resolutions of the board of directors, the resolutions of the audit committee, the resolutions of the general manager's office meeting, and the work tasks assigned, affecting the company's overall work plan or the progress of major events;
(4) Failure to perform their duties conscientiously and diligently, management laxity, failure to take appropriate measures or inaction, resulting in failure to complete work goals and tasks, affecting the overall work of the company;
(5) Publish negative information about the company, leak the company’s business secrets, technical secrets, undisclosed major information and other related confidential matters without authorization from the board of directors, causing significant losses or adverse effects to the company;
(6) Violating decision-making procedures on major matters, making decisions subjectively and blindly, causing significant economic losses;
(7) Use of funds, external investment, entrusted financial management, related transactions, asset disposal, external guarantees, etc. in violation of laws and regulations, the Articles of Association and company systems;
(8) Violating relevant regulations on company information disclosure, causing the company to be punished by regulatory agencies such as the China Securities Regulatory Commission and Shenzhen Stock Exchange or damaging the company's image;
(9) Violating the company's insider information management system, leaking the company's inside information, using inside information to conduct insider trading or suggesting others to use inside information to conduct insider trading, or cooperating with others to manipulate the company's securities trading prices;
(10) Violating the company’s management system related to changes in shareholdings and illegally buying and selling the company’s stocks (including insider trading, short-term trading, window trading, etc.);
(11) Major quality and safety accidents and major cases occur, causing significant losses to company property and employee safety;
(12) Committing fraud or making false reports, concealing reports, or delaying reports of major emergencies and important situations;
(13) Other circumstances that the company’s shareholders’ meeting, board of directors, and audit committee deem to be accountable.
- Violation of securities regulatory laws, regulations and company information disclosure regulations, resulting in the company being subject to the following administrative penalties, regulatory measures or disciplinary sanctions by the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory agencies:
(1) Being held criminally responsible by judicial authorities in accordance with the law due to violation of laws and regulations related to securities and futures;
(2) Administrative penalties imposed by regulatory agencies due to violation of laws and regulations related to securities and futures;
(3) Administrative supervision measures are taken by the regulatory agency due to violation of laws and regulations related to securities and futures;
(4) Due to violation of laws and regulations related to securities and futures, the securities regulatory authorities take administrative regulatory measures such as ordering corrections, regulatory interviews, issuing warning letters, ordering public explanations, ordering regular reports, identifying unsuitable candidates, temporarily not accepting documents related to administrative licensing, restricting shareholders' rights, or ordering the transfer of equity;
(5) Due to violation of laws and regulations related to securities and futures, the securities regulatory department has taken daily regulatory measures such as issuing a letter of regulatory concern or a letter of regulatory recommendation;
(6) Being held accountable by regulatory agencies for violating laws and regulations related to securities and futures;
(7) Due to violation of the self-discipline rules of the stock exchange, the stock exchange takes disciplinary measures such as notice of criticism, public condemnation, or public determination as unfit to hold the corresponding position;
(8) Due to violation of the self-regulatory rules of the stock exchange, the stock exchange takes daily supervisory measures such as issuing a supervisory letter of concern or a supervisory letter;
(9) Due to violation of laws and regulations related to securities and futures, the securities regulatory authorities take administrative punishment measures such as warning, confiscation of illegal income, fines, and market ban;
(10) Relevant responsible personnel are recorded in integrity files by regulatory authorities and exchanges due to fraud, insider trading, market manipulation, and other dishonest behaviors that damage the legitimate rights and interests of investors;
(11) The company believes that it should be held accountable.
Chapter 3 Accountability Institutions
Article 7 The company shall establish an internal accountability committee. The chairman shall be the chairman of the company, the vice chairman shall be the convener of the audit committee, and the members shall be composed of directors and senior managers.
Article 8 The Accountability Committee shall perform the following main responsibilities:
(1) Guide and supervise the implementation of the internal accountability system;
(2) Responsible for the initiation, decision-making and implementation of internal accountability within the company.
Chapter 4 Accountability Procedure
Article 9 Accountability procedures are initiated: Accountability for the chairman of the board shall be jointly proposed by three or more directors; accountability for directors shall be jointly proposed by the chairman and one (including) or more directors; accountability for the general manager shall be jointly proposed by the chairman or one (inclusive) or more directors; accountability for senior managers and other personnel shall be jointly proposed by the general manager; when any person of the company and its related parties use the company's inside information or other illegal methods to buy and sell the company's stocks, it shall be proposed by the chairman of the company.
Article 10 A meeting of the Accountability Committee must be attended by more than two-thirds of the members. The meeting can be held by on-site or communication voting. Members of the Accountability Committee may attend meetings in person or authorize other members in writing to attend meetings and exercise voting rights on their behalf.
Article 11 The voting method at the Accountability Committee meeting shall be voting by ballot. Each member of the Accountability Committee shall have one vote. Matters discussed at the meeting must be approved by more than half of all voting members to be valid.
Article 12 Accountability committee meetings should be recorded, and members attending the meeting should sign on the minutes; meeting minutes should be permanently preserved by the company.
Article 13 Accountability work shall be carried out according to the following process:
(1) The Accountability Committee organizes investigations and verification of relevant situations, identifies responsibilities, and proposes solutions;
(2) The Accountability Committee shall submit the treatment plan to the General Manager’s Office Meeting, the Board of Directors or the Audit Committee for approval based on the type of person being held accountable;
(3) The company’s general manager office meeting, board of directors, and audit committee make resolutions or decisions based on the treatment plan proposed by the accountability committee.
Article 14 Any department or individual in the company has the right to report to the company's accountability committee the failure to perform duties or actions by the person being held accountable or to provide relevant clues.
Article 15 After the accountability procedure is initiated, the Company Accountability Committee shall transfer the acceptance certificate to the person being held accountable and inform them of their rights and obligations. The Company's Accountability Committee shall instruct relevant departments to cooperate in the investigation from the date of acceptance of accountability, and make a decision on whether to hold the company accountable within 30 working days; if a decision is not made within the time limit, it will be deemed that the company has decided not to hold the company accountable; unless otherwise provided in this system.
Article 16 After the person being held accountable makes a mistake, he or she shall be required to provide an explanation of the fault, plans and measures to avoid recurrence in future work, and prevent the recurrence of similar problems.
Article 17 The accountability procedure implements an avoidance system. After the accountability procedure is initiated, the person being held accountable no longer enjoys the voting rights corresponding to his position until the accountability decision or accountability review decision takes effect. If the chairman of the board of directors withdraws, the convener of the Audit Committee shall perform the accountability functions on behalf of the chairman; if the convener of the audit committee withdraws, the chairman of the board shall perform the accountability functions; if the general manager withdraws, the chairman shall designate a disinterested senior manager to perform the accountability functions.
Article 18 The removal of directors elected by the shareholders' meeting shall be submitted to the shareholders' meeting for approval; the removal of employee representative directors shall be submitted to the employees' representative meeting for approval; the removal of senior managers shall be submitted to the board of directors for approval.
Article 19 The person being held accountable shall cooperate with the investigation and provide the true situation, and shall not obstruct or interfere with the investigation in any way, nor may he retaliate in any form against the units and individuals who made the report.
Article 20 Before dealing with the person being held accountable, the opinions of the person being held accountable should be heard and the right of the person being held accountable should be fully protected. After an accountability decision is made, the person being held accountable has the right to appeal. If the person being held accountable has objections to the accountability method, he or she may apply to the company's board of directors, audit committee, or general manager for review. The company's board of directors and audit committee will make a review decision within 15 days from the date of receipt of the complaint. After the review decision is made, the person being held accountable shall not apply for review again. If there is no application for review within 10 working days after the accountability decision is made, it will be deemed that there is no objection, and the accountability decision will take effect.
Article 21 If the accountability decision or accountability review decision needs to be submitted to the securities regulatory agency, the company shall submit the decision to the securities regulatory agency within 10 days after making the decision. If disclosure is required according to regulations, it should be disclosed in a timely manner.
Article 22 When a company’s directors and senior managers are subject to external accountability by regulatory authorities or other administrative and law enforcement departments due to violations of laws and regulations, the company shall initiate internal accountability procedures at the same time.
Chapter 5 Accountability Measures
Article 23 Methods of accountability:
(1) Order corrections and review;
(2) Circular criticism, warnings and demerits within the company;
(3) Deduction of bonuses and performance;
(4) Transferred from post, suspended, demoted, or dismissed;
(5) Keep for observation;
(6) Removal and termination of labor contracts;
(7) Other methods prescribed by laws and regulations;
In accordance with laws and regulations, the Articles of Association and the company's internal control system, the above accountability methods can be implemented individually or in combination.
Article 24 When the person being held accountable encounters matters within the scope of accountability, the company may impose financial penalties at the same time as the above penalties. The amount of the penalty will be determined by the general manager's office meeting, the board of directors, and the shareholders' meeting depending on the specific circumstances.
Chapter 6 Supplementary Provisions
Article 25 Matters not covered in this system shall be implemented in accordance with the relevant national laws, regulations and the "Articles of Association"; if they conflict with the laws and regulations promulgated by the country in the future or the "Articles of Association" modified through legal procedures, the relevant national laws, regulations and the "Articles of Association" shall be implemented and this system shall be revised at the same time.
Article 26 The company's board of directors is responsible for the interpretation and revision of this system.
Article 27 This system shall come into effect from the date of review and approval by the company's shareholders' meeting, and the same shall apply when it is modified.
Rip Biotechnology Co., Ltd.
November 2025