Core Points - The document outlines the independent director system of Shanghai Kaisa Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] Chapter Summaries Chapter 1: General Principles - The independent director system is established to improve the governance structure of the company and ensure the protection of minority shareholders' rights [1] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1] Chapter 2: Qualifications for Independent Directors - Basic qualifications for independent directors include legal eligibility, independence, knowledge of company operations, and relevant work experience [2] - Candidates must not have any significant negative records in the past 36 months related to securities violations or other misconduct [2] Chapter 3: Independence of Directors - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Chapter 4: Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of shares, requiring majority approval at the shareholders' meeting [5] - The company must disclose detailed information about independent director candidates before the shareholders' meeting [6][7] Chapter 5: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [8][9] - They have the authority to hire external consultants for audits or inquiries into specific matters [9][10] Chapter 6: Special Meetings of Independent Directors - The company must hold regular or ad-hoc meetings exclusively for independent directors to discuss relevant issues [12][13] Chapter 7: Obligations of Independent Directors - Independent directors must maintain independence and report any conflicts of interest or issues affecting their ability to perform their duties [14][15] - They are required to keep detailed records of their activities and interactions related to their responsibilities [15][16] Chapter 8: Rights of Independent Directors and Company Obligations - The company must ensure independent directors have equal access to information and necessary resources to perform their duties [16][17] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17] Chapter 9: Supplementary Provisions - The independent director system must comply with national laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [18][19]

Core Points - The document outlines the information disclosure system of Shanghai Kasei Biotechnology Co., Ltd, aiming to enhance the quality and standardization of information disclosure, ensuring that information is disclosed truthfully, accurately, completely, timely, and fairly to protect the rights of the company, shareholders, and other stakeholders [1][2][3]. Group 1: General Principles - The information disclosure obligations apply to the company, its subsidiaries, and major shareholders holding more than 5% of shares, including directors, senior management, and relevant departments [2][3]. - Information disclosure must adhere to principles of openness, fairness, and equal treatment of all shareholders, prohibiting selective disclosure [3][4]. Group 2: Disclosure Obligations - Information that may significantly impact the trading price of the company's stock must be disclosed in a timely manner, including both regular and temporary reports [3][11]. - The company must ensure that disclosed information is truthful, accurate, complete, and clear, avoiding misleading statements or omissions [4][5]. Group 3: Reporting Procedures - Regular reports include annual, semi-annual, and quarterly reports, which must be disclosed within specified timeframes after the end of the respective periods [8][9]. - Temporary reports must be issued immediately upon the occurrence of significant events that could affect stock prices, detailing the event's cause, current status, and potential impact [11][12]. Group 4: Media and Publication - Information must be disclosed on the Shanghai Stock Exchange website and other approved media, ensuring that the public has access to the information [7][55]. - The company may also publish information on its website and other public media, but not before the designated disclosures [25][26]. Group 5: Confidentiality and Penalties - Individuals with access to undisclosed information must maintain confidentiality and are prohibited from trading the company's stock based on insider information [26][27]. - Violations of disclosure regulations may result in penalties, including disciplinary actions against responsible individuals and potential legal consequences [27][28].

Core Points - The company, Shanghai Kaisa Biotechnology Co., Ltd., has announced a share repurchase plan proposed by its original controlling shareholder, Cathay Industrial Biotech Ltd. [1] - The repurchase period is set from October 21, 2024, to October 20, 2025, with an expected repurchase amount between 10 million yuan and 20 million yuan [1] - The repurchased shares will be used for employee stock ownership plans or equity incentives [1] Summary of Share Repurchase Details - The total amount for the share repurchase is not less than 10 million yuan and not more than 20 million yuan, with a maximum repurchase price of 67 yuan per share [1] - As of the latest update, the company has repurchased a total of 230,366 shares, which accounts for 0.0319% of the total share capital of 721,289,794 shares [1] - The total amount spent on the repurchase so far is approximately 10,497,716.71 yuan, with the highest purchase price being 53.40 yuan per share and the lowest being 44.08 yuan per share [1][2]

Core Points - The company, Cathay Biotech, is holding its second extraordinary general meeting of shareholders on August 18, 2025, to discuss various proposals [4][6]. - The voting will be conducted through both on-site and online methods, with specific time slots allocated for each [4][5]. - The meeting will include the election of a non-independent director, Mr. Xiucai Liu, and the approval of the company's remuneration management system for directors and senior management [2][9]. Meeting Details - The general meeting will take place at 14:00 on August 18, 2025, at the company's office located in Shanghai [4]. - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [6][7]. - The voting process will allow shareholders to cast their votes either through the Shanghai Stock Exchange's online voting system or in person [5][6]. Voting Procedures - The voting will include both cumulative and non-cumulative voting methods, with detailed instructions provided for shareholders [10][11]. - Shareholders will have the right to vote based on the number of shares they hold, with specific rules regarding the validity of votes [10][11]. - The company emphasizes the importance of proper registration and voting procedures to ensure a smooth meeting [5][7].

Core Viewpoint - Shanghai Kaisa Biotechnology Co., Ltd. has decided to abolish its supervisory board and amend its articles of association, with the audit committee of the board taking over the supervisory functions [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, as per the relevant laws and regulations, with the audit committee of the board assuming the supervisory responsibilities [2][3]. - The existing rules regarding the supervisory board will be abolished, and the company will continue to ensure compliance and oversight until the shareholders' meeting approves this change [2]. Amendments to Articles of Association - The amendments aim to enhance the corporate governance structure in line with the requirements for companies listed on the Sci-Tech Innovation Board [3]. - Specific changes include the redefinition of the roles and responsibilities of the board and the legal representative [4][5]. - The articles will now reflect that the legal representative is the chairman of the board, and the company will bear civil liability for actions taken by the legal representative [4][5]. Shareholder Rights and Responsibilities - Shareholders will continue to have rights to dividends and other benefits proportional to their shareholdings [12][13]. - The articles stipulate that shareholders must comply with laws and the company's regulations, and they cannot abuse their rights to harm the company or other shareholders [39][40]. Financial Assistance and Guarantees - The company must seek approval from the shareholders' meeting for any financial assistance or guarantees exceeding certain thresholds, ensuring transparency and accountability [20][21]. - Specific conditions under which the company can provide financial assistance or guarantees are outlined, including limits based on the company's audited net assets [20][21].

Core Viewpoint - The nomination of Mr. Shang Jiangan as an independent director candidate for the third board of Shanghai Kaisa Biotechnology Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence requirements [1][5]. Summary by Sections Nomination and Qualifications - The nominee has a solid understanding of the operations of listed companies and is familiar with relevant laws and regulations, possessing over five years of necessary work experience in law, economics, accounting, finance, or management [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not fall under any of the disqualifying conditions, such as holding significant shares in the company or being related to major shareholders [2]. - The nominee has not been involved in any significant business dealings with the company or its controlling shareholders [2]. Record of Conduct - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [3][4]. - The nominee has not been publicly reprimanded by the stock exchange or faced significant credit issues [4]. Additional Compliance - The nominee has passed the qualification review by the nomination committee of the third board of Shanghai Kaisa Biotechnology Co., Ltd. and has no conflicts of interest that could affect independent performance [4].

Board Restructuring - The company is preparing for the election of its third board of directors, which will consist of 9 members: 6 non-independent directors (including 1 employee representative) and 3 independent directors [1][2] - The term for the new board will be three years, starting from the date of approval by the shareholders' meeting [2] Nomination of Candidates - The board has nominated candidates for the third board, including Liu Xiucai, Deng Weidong, Lu Yiyang, Zang Huiqing, and Yang Chen as non-independent directors, and Wu Xiangyang, Shang Jiangang, and Lian Lishuang as independent directors [1][2] - Wu Xiangyang and Lian Lishuang are accounting professionals, and both Wu and Shang have obtained independent director qualification certificates [1] Shareholder Meeting - A temporary shareholders' meeting will be held to review the board restructuring, with cumulative voting to be used for the election of both non-independent and independent directors [2] - The current board will continue to operate until the new board is approved at the shareholders' meeting [2] Acknowledgment of Current Board - The company expresses gratitude to the current board members for their diligent efforts in promoting the company's operations and development during their tenure [2]

Core Viewpoint - The nomination of Ms. Wu Xiangyang as an independent director candidate for the third board of Shanghai Kaisa Biotechnology Co., Ltd. has been made, with the nominator confirming her qualifications and independence [1][5]. Summary by Sections Nomination and Qualifications - The nominator has fully understood the nominee's professional background, education, titles, work experience, and any significant dishonesty records [1]. - The nominee possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1]. Compliance with Regulations - The nominee meets the requirements set forth by the Company Law of the People's Republic of China and the relevant regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [1]. - The nominee has undergone training and obtained certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not fall under any categories that would compromise her independence, such as holding significant shares or having close relationships with major shareholders [2]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [3][4]. Additional Qualifications - The nominee has not been dismissed from previous independent director roles due to attendance issues and has not served as an independent director in more than three domestic listed companies [4]. - The nominee possesses substantial accounting knowledge and experience, holding qualifications such as a certified public accountant or a senior title in accounting, auditing, or financial management [4]. Verification and Assurance - The nominator has verified the nominee's qualifications according to the self-regulatory guidelines of the Shanghai Stock Exchange and guarantees the truthfulness and completeness of the statements made [5].

上海凯赛生物技术股份有限公司董事、高级管理人员及核心 技术人员所持本公司股份及其变动管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为规范上海凯赛生物技术股份有限公司（以下简称"公司"）对董事、 高级管理人员及核心技术人员所持本公司股份及其变动的管理，根据《中华人民 共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称 "《证券法》"）、 《上市公司股东减持股份管理暂行办法》 《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》《上海证券交易所科创板上市公司自 律监管指引第 1 号——规范运作》《上海证券交易所上市公司自律监管指引第 8 号——股份变动管理》 《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》等规范性文件及《上海凯赛生物技术股份有限 公司章程》 （以下简称"《公司章程》"）的有关规定，结合公司实际情况，特制定 本制度。 第二条 本制度适用于公司董事、高级管理人员及核心技术人员所持本公司 股份及其变动的管理。 第三条 公司董事、高级管理人员及核心技术人员所持本公司股份，是指登 记在其名下和利用他人账户持有的所有 ...

Core Points - The company, Cathay Biotech Inc., aims to become a leader in the bio-manufacturing industry by utilizing synthetic biology and biochemical methods [5][3] - The company was established as a joint-stock company through the overall change of Shanghai Cathay Biotech Research Center Co., Ltd. and is registered in the Shanghai Market Supervision Administration [3][4] - The company was approved for its initial public offering (IPO) on July 10, 2020, and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 12, 2020, issuing 41.668198 million shares [3][4] Company Structure - The registered capital of the company is RMB 721,289,794 [4] - The company is a permanent joint-stock company, and its legal representative is the chairman elected by the board of directors [4][5] - The company has a total of 721,289,794 shares, all of which are ordinary shares denominated in RMB [10] Share Issuance and Management - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [6][10] - The company prohibits providing financial assistance to individuals purchasing its shares, except for employee stock ownership plans [10][11] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [22] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request meetings and access company documents [33][34] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [39] - The company has provisions for shareholders to propose agenda items for meetings and requires proper notification for meetings [57][60] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as capital increases, mergers, and financial assistance [45][46] - The company must disclose significant transactions and financial assistance to shareholders and the public [47][48] - The company has established procedures for the convening and conducting of shareholder meetings, ensuring transparency and compliance with legal requirements [63][64]