General Principles - The company establishes a management system for the departure of directors and senior management to ensure stability and continuity in governance and protect the legal rights of the company and its shareholders [1] - The system applies to various departure scenarios including term expiration, resignation, dismissal, retirement, and other reasons [2] Departure Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the board [2] - The company must disclose the resignation details within two trading days, including reasons and impacts [2][3] Responsibilities and Obligations - Departing directors and senior management must complete handover procedures within five working days, including transferring unfinished matters and relevant documents [4] - Confidentiality obligations regarding trade secrets and insider information remain effective after departure [5] Shareholding Management - Departing directors and senior management are prohibited from transferring their shares within six months post-departure [6] - Any commitments regarding shareholding changes must be strictly adhered to [6] Accountability Mechanism - The company reserves the right to seek compensation from departing directors and senior management for any losses caused by violations of laws or regulations [7][8]

Core Points - The article outlines the selection and appointment process for accounting firms at Aorite Pharmaceutical Co., Ltd, emphasizing the importance of maintaining shareholder interests and ensuring the quality of financial information [1][2] - The selection process requires the approval of the audit committee, the board of directors, and ultimately the shareholders [2][3] - The article specifies the qualifications and quality requirements for accounting firms, including relevant licenses, experience with large public companies, and a good reputation [1][2][3] Selection Process - The audit committee proposes the appointment of accounting firms, which must be approved by a majority of its members [2] - The audit committee is responsible for overseeing the selection process, including developing policies, evaluating proposals, and submitting recommendations to the board [2][3] - Various methods for selecting accounting firms are outlined, including competitive negotiation, public bidding, and invitation to tender [3][4] Evaluation Criteria - The evaluation of accounting firms must consider multiple factors, with a minimum weight of 40% on quality management and a maximum of 15% on audit fees [4][5] - The company must document and retain evaluation opinions from the selection process [4][5] - The selection process must be transparent, with relevant information published on the company's official channels [3][4] Appointment and Renewal - The appointed accounting firm must fulfill its obligations as per the audit agreement and cannot subcontract the work [5][6] - The audit committee must evaluate the performance of the accounting firm before renewing its appointment for the next year [5][6] - Adjustments to audit fees can be made based on various factors, and significant decreases must be disclosed [6][7] Circumstances for Replacement - The company must replace the accounting firm under specific conditions, such as significant quality issues or failure to meet deadlines [7][8] - The board must notify shareholders and allow the previous firm to present its case if a replacement is proposed [7][8] Oversight and Compliance - The audit committee is tasked with monitoring the compliance of the appointed accounting firm with legal and regulatory requirements [8][9] - Any violations by the selected accounting firm that result in severe consequences must be reported to the board [8][9] - Documentation related to the selection and evaluation process must be retained for at least ten years [8][9]

Core Viewpoint - The internal audit system of Aorite Pharmaceutical Co., Ltd. aims to enhance the quality of internal audits, protect investors' rights, and comply with relevant laws and regulations [1][2]. Summary by Sections General Principles - The internal audit system is established based on the Shanghai Stock Exchange's self-regulatory guidelines and relevant laws to improve audit quality and protect investor rights [1]. - The system applies to all business segments of wholly-owned, controlling subsidiaries, and significant equity investees [1]. Internal Audit Organization and Responsibilities - The company has set up an internal audit department responsible for supervising business activities, risk management, internal controls, and financial information, reporting directly to the board's audit committee [4]. - The internal audit department must maintain independence and not be under the financial department's leadership [5]. - Internal audit staff must possess necessary auditing knowledge, and the head of the department is appointed by the board's audit committee [2][3]. Audit Scope and Duties - Internal audits should cover all business segments related to financial reporting and information disclosure, including sales, procurement, inventory management, and more [2]. - The internal audit department is tasked with evaluating the completeness and effectiveness of internal control systems and auditing the legality and compliance of financial data [2][3]. - The department must report to the audit committee at least quarterly and submit an annual audit report [3][4]. Constraints and Incentives - The company has established a mechanism for evaluating the performance of internal audit personnel, with the audit committee involved in assessing the head of the internal audit department [5][6]. - Recommendations for rewards or disciplinary actions can be made based on compliance with company regulations and the performance of departments and individuals [6][7]. Final Provisions - The internal audit system will take effect upon approval by the board and can be amended by the internal audit department with the board's approval [7].

Core Viewpoint - The company has established an emergency management system for sudden crisis events to minimize impacts and losses, ensuring normal operations and protecting investor interests [1][2][3] Group 1: Emergency Management Principles - The emergency management system applies to the company and its subsidiaries [1] - Sudden crisis events are defined as unexpected occurrences that significantly affect the company's operations, financial status, asset security, reputation, and stock prices [1] - The company emphasizes a preventive approach combined with emergency response measures [1] Group 2: Scope of Events - Crisis events are categorized into governance, operational, external influences, and information-related issues [3][5] Group 3: Organizational Structure - A crisis leadership group is established, led by the chairman, with responsibilities including decision-making, emergency plan formulation, and external communication [7][8] - The group is tasked with maintaining effective communication with government departments, regulatory bodies, and media [8] Group 4: Prevention and Warning Mechanisms - Department heads are responsible for monitoring potential crisis factors and ensuring timely reporting and control measures [6][10] - A warning system is in place for reporting crisis events, including categories, start times, and potential impacts [7] Group 5: Emergency Response - Upon a crisis event, the leadership group must act swiftly to control the situation and report to the board and relevant authorities [16][17] - The group is authorized to hire independent professionals to assist in crisis resolution [19] Group 6: Post-Crisis Management - After a crisis, the leadership group evaluates the event's causes and impacts, revising emergency plans as necessary [20][22] - Confidentiality is emphasized during the crisis management process to protect company interests [23] Group 7: Accountability and Training - The company implements a responsibility system for crisis management, rewarding outstanding contributions and penalizing negligence [26][27] - Training programs are established to enhance emergency response capabilities among staff [11]

Core Points - The document outlines the information disclosure deferral and exemption management system for Aorite Pharmaceutical Co., Ltd, ensuring compliance with relevant laws and regulations while protecting investors' rights [1][2][3] Group 1: General Provisions - The purpose of the system is to regulate the deferral and exemption of information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and the Shanghai Stock Exchange listing rules [1] - The company can defer or exempt disclosure of information based on its own judgment, subject to internal approval and subsequent supervision by the Shanghai Stock Exchange [1][2] Group 2: Scope of Deferral and Exemption - Information can be deferred or exempted if it involves state secrets or commercial secrets that, if disclosed, could lead to unfair competition or harm the interests of the company or others [2][3] - The definition of "commercial secrets" includes non-public technical and operational information that provides economic benefits and is protected by confidentiality measures [2][3] Group 3: Conditions for Deferral and Exemption - Information must meet specific conditions, including that it has not been disclosed, insiders have committed to confidentiality, and there has been no abnormal trading of the company's stock [3][4] Group 4: Review Procedures - The company must ensure that the number of individuals aware of the information is minimized and that no leaks occur before the information is confirmed for deferral or exemption [3][4] - The board of directors must approve any deferral or exemption requests, and the relevant documentation must be properly archived [4] Group 5: Responsibilities and Penalties - The company will impose penalties on individuals responsible for failing to disclose information that should not have been deferred or exempted, or for not disclosing information when the reasons for deferral or exemption no longer apply [5] Group 6: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's articles of association [7]

奥锐特药业股份有限公司 董事、高级管理人员买卖公司股票管理办法 第一条 为进一步加强对奥锐特药业股份有限公司（以下简称"公司"）董事、高 级管理人员买卖公司股票的管理，根据《公司法》《上市公司董事和高级管理人员所持 本公司股份及其变动管理规则》《上海证券交易所上市公司自律监管指引第15号——股 东及董事、高级管理人员减持股份》等相关法律法规和公司章程的有关规定，结合公司 实际情况，制定本管理办法。 第二条 本办法适用于本公司董事、高级管理人员及其近亲属买卖本公司股票的管 理。 高级管理人员，是指公司总经理、副总经理、财务负责人、董事会秘书以及《公司 章程》规定的其他相关人员。 第三条 董事、高级管理人员所持本公司股票，是指登记在其名下和利用他人账户 持有的所有本公司股票。公司董事、高级管理人员从事融资融券交易的，还包括记载在 其信用账户内的本公司股票。 第四条 公司董事、高级管理人员买卖公司股票的管理职责如下： 管理层级 职责 报要求； 董事、高级管理人员 2.董事、高级管理人员拟买卖本公司股票的，应事前征询公司董事会秘书的 意见，以确保买卖股票的时间和数量符合规范要求，并由证券法务部按照相 关规定报交易所备 ...

Core Points - The article outlines the insider information management system of Aorite Pharmaceutical Co., Ltd, aiming to regulate insider information management and enhance confidentiality [1][2] - The system defines insider information and the individuals who qualify as insiders, emphasizing the importance of confidentiality and compliance with relevant laws [2][3] Group 1: Insider Information Definition - Insider information refers to significant information related to the company's operations, finances, or market price that has not been publicly disclosed [2] - Examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [2][3] Group 2: Responsibilities and Management - The Board of Directors is responsible for managing insider information, ensuring accurate and complete records of insider information [3] - The Secretary of the Board is tasked with overseeing the confidentiality of insider information and maintaining the insider information registry [3][4] Group 3: Confidentiality Obligations - Individuals with insider information are prohibited from trading the company's stock or disclosing insider information before it is publicly announced [4][5] - The company must conduct self-inspections regarding insider trading activities and report any violations to regulatory authorities within two working days [4][5] Group 4: Registration and Documentation - The company is required to maintain a registry of individuals who have access to insider information, documenting the circumstances under which they gained access [5][6] - The registry must include details such as the insider's name, position, identification number, and the nature of the insider information [6][7] Group 5: Compliance and Enforcement - The company will pursue legal action against individuals who violate confidentiality obligations, including potential criminal charges for severe breaches [4][5] - The insider information registry must be updated regularly and retained for at least ten years [6][7]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the interests of all shareholders and creditors [1][2]. Group 1: General Principles - The system aims to maintain the legitimate interests of the company, its shareholders, and creditors, in accordance with relevant laws and regulations [1]. - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder resolutions [1]. - Fund occupation includes both operational and non-operational forms, such as related transactions and various financial arrangements with the controlling shareholder [2]. Group 2: Prevention Measures - All related transactions with the controlling shareholder must comply with the company's articles of association and related management measures [2]. - The company is prohibited from providing funds to the controlling shareholder through various means, including loans, guarantees, or covering expenses without proper transactions [2][3]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to safeguard company funds and prevent fund occupation by the controlling shareholder [3]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3]. - Regular checks must be conducted by the audit committee and financial departments to monitor transactions with the controlling shareholder [3][4]. Group 4: Handling Fund Occupation - In cases of fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [4]. - Independent directors can propose judicial freezing of shares held by the controlling shareholder if fund occupation occurs [4][5]. Group 5: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including removal from their positions [6][7]. - Any losses incurred due to violations of the management system must be compensated by the responsible individuals [7].

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Aorite Pharmaceutical Co., Ltd, aiming to enhance corporate governance and ensure shareholders can fully exercise their rights [1][2]. Chapter 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the total number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [1][2]. Chapter 2: Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of voting shares can nominate candidates for non-employee representative directors, including independent directors [2][3]. - Nominators must obtain consent from the nominees and ensure that nominees provide detailed personal information and commit to fulfilling their duties if elected [3][4]. Chapter 3: Voting for Director Candidates - The voting process for directors will be clearly explained to shareholders, and separate voting will be conducted for independent and non-independent directors [3][4]. - The cumulative voting method calculates the total votes based on the number of shares held multiplied by the number of directors to be elected [5][6]. Chapter 4: Election of Directors - The election results will be announced after counting the votes, and a candidate must receive more than half of the total voting rights held by attending shareholders to be elected [6][7]. - If there are ties in votes, a second round of voting will be conducted to determine the elected candidates [6][7]. Chapter 5: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations, and the rules will take effect upon approval by the shareholders' meeting [7].

Core Points - The article outlines the compensation management system for directors and senior management of Aorite Pharmaceutical Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance management efficiency and align with shareholder interests [1][2][3] Summary by Sections General Principles - The compensation system is designed to be competitive with market standards, combining short-term and long-term incentives, and ensuring transparency [1][3] - Applicable directors include all current members of the board, categorized into internal, external, and independent directors [1][2] Compensation Management - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board is responsible for senior management [2] - The compensation and assessment committee of the board is tasked with developing compensation plans and evaluating performance [2] Compensation Standards and Distribution - Internal directors who are also senior management will receive compensation according to senior management standards, while external and independent directors will receive compensation as approved by the shareholders' meeting [3][4] - Senior management compensation consists of a base salary and performance-based pay, with the latter linked to individual and company performance [3][4] Restraint Mechanism - The company can reduce or withhold performance pay under certain circumstances, such as public reprimands or significant violations of regulations [5][6] - A post-tenure audit system is established to adjust salaries based on the accuracy of reported performance during their tenure [5][6] Supplementary Provisions - The compensation system will comply with national laws and regulations, and will take effect upon approval by the shareholders' meeting [7]