Core Points - The company, Shanghai Serum Bio-Technology Co., Ltd., was established as a joint-stock company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved for public offering of 27.06 million shares on January 25, 2022, and listed on the Shanghai Stock Exchange on March 11, 2022, under the stock code 688163 [2][3] - The registered capital of the company is RMB 108.22 million [2] - The company aims to adopt advanced and practical technologies and scientific management methods to enhance economic efficiency and provide satisfactory returns to investors [3][4] Company Structure - The company is a permanent joint-stock company with a legal representative being the chairman [2][3] - The company has established a Communist Party organization to conduct party activities [3][4] Business Scope - The company is engaged in the production and import/export of pharmaceuticals and medical devices, as well as internet information services related to pharmaceuticals and medical devices [4][5] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total number of shares issued at the establishment of the company was 60 million, and the current total number of issued shares is 108.22 million [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [11][12] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][17] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [52][53] Financial Transactions - Significant transactions, including guarantees and financial assistance, require shareholder approval if they exceed certain thresholds [46][47] - The company must disclose relevant financial information in its annual and semi-annual reports [20][21]

Core Viewpoint - The internal audit system of Shanghai Sailun Biotechnology Co., Ltd. aims to standardize and enhance the quality of internal audit work, ensuring effective risk management and financial information integrity [2][3]. Group 1: General Principles - The internal audit system is established in accordance with relevant laws and regulations, including the Audit Law of the People's Republic of China and the Shanghai Stock Exchange's guidelines for listed companies [2]. - The system applies to all departments, subsidiaries included in the consolidated financial statements, and significant equity investees [2]. Group 2: Audit Committee and Personnel - The Board of Directors establishes an Audit Committee to guide and supervise the internal audit system's implementation [3]. - The internal audit personnel must possess relevant professional knowledge and maintain their competency through continuous education [3][4]. Group 3: Responsibilities of the Audit Committee - The Audit Committee is responsible for guiding the establishment and implementation of the internal audit system and reviewing the annual internal audit work plan [4][5]. - The Committee must report on the progress and quality of internal audit work to the Board of Directors [5]. Group 4: Responsibilities of the Audit Department - The Audit Department evaluates the effectiveness of internal controls and compliance of financial information across the company and its subsidiaries [5][6]. - The department must report at least quarterly to the Audit Committee on the execution of the internal audit plan and any issues discovered [6][7]. Group 5: Implementation of Internal Audit Work - The Audit Department conducts audits based on business processes and evaluates the effectiveness of internal controls related to financial reporting [6][7]. - The department must submit an internal control evaluation report to the Board at least annually, detailing the purpose, scope, and conclusions of the evaluation [7][8]. Group 6: Audit Work Procedures - The Audit Department is required to prepare an annual audit work plan, which must be approved by the Audit Committee before implementation [10][11]. - After completing the audit, the audit team must compile a report that includes the audit scope, findings, and recommendations [10][11]. Group 7: Assessment and Rewards - The company must establish a mechanism for evaluating the performance of internal audit personnel, rewarding those who perform well and penalizing those who violate regulations [12][13]. - Internal audit personnel found to have committed violations may face administrative or economic penalties based on the severity of the offense [12][13].

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders in Shanghai Sailun Biotechnology Co., Ltd [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of multiple directors [1][2] - The rules specify the nomination process for director candidates, including qualifications and the requirement for written consent from nominees [6][9] Group 1: General Provisions - The cumulative voting system is defined as a voting method where shareholders can distribute their voting rights among multiple candidates during the election of two or more directors [1] - The implementation rules are established in accordance with relevant laws and regulations, including the Company Law and the Articles of Association of the company [1][2] - The rules apply specifically when electing or replacing two or more directors, excluding cases where only one director is elected or replaced [1][2] Group 2: Nomination of Director Candidates - The board's nomination committee is responsible for reviewing the qualifications of director candidates and presenting a list to the board for approval [6][7] - Shareholders holding more than 1% of voting shares can propose new candidates up to 10 days before the shareholders' meeting [7] - Investor protection organizations can request to act on behalf of shareholders to nominate independent directors [8] Group 3: Voting Process - The voting process must clearly inform shareholders about the cumulative voting method prior to the election [4][5] - Each shareholder's voting rights are calculated based on their shareholding multiplied by the number of directors to be elected [4][5] - The voting must be conducted in a manner that allows shareholders to either concentrate or distribute their votes among candidates [5] Group 4: Election of Directors - The results of the voting must be announced, and candidates are ranked based on the total votes received [6][7] - A candidate must receive more than half of the valid voting rights present at the meeting to be elected [6][7] - If there are ties in votes, a second round of voting may be conducted to determine the elected candidates [7][8] Group 5: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant laws and the company's Articles of Association [8] - The rules will take effect upon approval by the shareholders' meeting [8] - The board of directors is responsible for interpreting these rules and any amendments must be approved by the shareholders [8]

Core Points - The document outlines the independent director system of Shanghai Sailun Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties with integrity and diligence [2][3][4] Group 1: Independent Director Qualifications - Independent directors should not hold any other positions within the company and must not have any relationships that could compromise their independence [2][3] - The company will have three independent directors, including at least one accounting professional with relevant qualifications [4][5] - Candidates for independent directors must meet specific criteria, including legal qualifications, independence, and relevant work experience [8][9] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20] - They have special powers, including the ability to hire external consultants, call for shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors are nominated by the board or shareholders and must be approved by the shareholders' meeting [11][12] - Their term aligns with that of other directors, with a maximum consecutive term of six years [17][18] - The company must promptly disclose reasons for any termination of independent directors [17][18] Group 4: Reporting and Compliance - Independent directors must report any issues that hinder their ability to perform their duties to the relevant authorities [26][27] - They are required to conduct annual self-assessments of their independence and submit reports to the board [29][30] - The company must provide necessary resources and support to independent directors to ensure they can fulfill their responsibilities effectively [34][35]

Core Viewpoint - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the rights of the company and non-related shareholders [1][2][3] Group 1: Related Party Transactions - Related party transactions must comply with relevant laws, regulations, and the company's articles of association, and must be documented in written agreements that are clear and specific [1][2] - Transactions should adhere to principles of fairness, justice, and honesty, and pricing should not deviate from market standards [1][4] - Related party transactions include various activities such as asset purchases, investments, and provision of guarantees [1][5] Group 2: Definition of Related Parties - Related parties include individuals or entities that have significant control or ownership (more than 5%) in the company, as well as family members of key individuals [2][3][4] - The definition extends to those who can exert significant influence over the company through financial or operational decisions [4][5] Group 3: Approval and Voting Procedures - Related directors must abstain from voting on related party transactions, and decisions must be made by a majority of non-related directors [5][6] - Related shareholders must also abstain from voting, and any failure to disclose related relationships can lead to legal actions [6][7] Group 4: Transaction Standards and Reporting - Transactions exceeding certain thresholds (e.g., 30 million yuan or 1% of total assets) require independent evaluation and must be submitted for shareholder approval [7][8] - The company must disclose related party transactions in annual and semi-annual reports, and agreements lasting over three years must be reviewed every three years [10][11] Group 5: Pricing Principles - Related party transaction pricing should be fair and based on government pricing, market prices, or reasonable cost-plus methods [12][13] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify their fairness [13][14] Group 6: Audit and Oversight - The audit committee must review related party transactions and provide opinions on their fairness and alignment with shareholder interests [15][16] - The company must ensure that transactions do not lead to the misappropriation of funds or assets by related parties, with independent directors reviewing transactions quarterly [16][17]

General Principles - The compensation management system for directors and senior management of Shanghai Sailun Biotechnology Co., Ltd. aims to enhance work motivation and creativity, thereby improving operational efficiency and management standards [2] - The system is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Articles of Association of the company [2] Applicability - The compensation management system applies to the company's directors and senior management, which includes the general manager, deputy general managers, board secretary, financial director, and other personnel recognized by the board [2] Compensation Principles - Compensation for directors and senior management is determined based on company size and performance, ensuring alignment with market value [2] - The principles include reflecting income levels in accordance with company scale and performance, aligning compensation with job value and responsibilities, supporting long-term company interests, and balancing incentives and constraints [2] Compensation Management Structure - The board of directors is responsible for reviewing the compensation of senior management, while the shareholders' meeting reviews the compensation of directors [3] - The Compensation and Assessment Committee of the board manages the compensation plans and conducts annual performance evaluations [3] Compensation Standards - Compensation for board members includes allowances for independent directors, which are subject to approval by the board and shareholders [3][4] - Senior management compensation consists of basic salary and performance-based pay, with the basic salary determined by position, responsibility, capability, and market salary trends [4] Performance-Based Compensation - Performance-based compensation is linked to the company's performance evaluation system and is determined based on assessment results [4] Payment Schedule - Director allowances and basic salaries are paid monthly, while performance bonuses are distributed based on the assessment cycle, which runs from January 1 to December 31 each year [5] Conditions for Compensation Reduction - The board may decide to reduce or withhold performance compensation or allowances if there are significant losses due to poor decision-making or serious violations of company regulations [5] Compensation Adjustment Criteria - The Compensation and Assessment Committee adjusts compensation based on industry salary increases, inflation, company profitability, organizational changes, and specific job responsibilities [6][7] Implementation - The compensation management system will be implemented upon approval by the shareholders' meeting and is subject to modification by the board [7]

Core Points - The document outlines regulations for the controlling shareholders and actual controllers of Shanghai Sailun Biotechnology Co., Ltd to ensure compliance with laws and protect the rights of the company and its shareholders [1][2][3] Group 1: General Provisions - The regulations apply to the company's controlling shareholders and actual controllers, including related parties and major shareholders [1][2] - Controlling shareholders are defined as those holding more than 50% of the company's shares or having significant voting power [1][2] Group 2: Corporate Governance - Controlling shareholders and actual controllers must maintain the integrity of the company's assets and not engage in unfair practices that could harm the company or its shareholders [3][4] - They are required to uphold the independence of the company's personnel and financial operations, avoiding any actions that could compromise these aspects [5][6] Group 3: Information Disclosure - Controlling shareholders and actual controllers must adhere to strict information disclosure obligations, ensuring that all disclosed information is timely, fair, and accurate [7][8] - They are responsible for notifying the company of significant events that could impact the company's securities or operations [8][9] Group 4: Share Trading and Control Transfer - Any transfer of control or significant share transactions must be conducted fairly and without harming the interests of the company or other shareholders [10][11] - Controlling shareholders must ensure that any transfer of control does not disrupt the company's operations or governance [10][11]

Core Points - The article outlines the measures taken by Shanghai Sailun Biotechnology Co., Ltd. to prevent the controlling shareholder, actual controller, and related parties from occupying company funds [2][3][4] - The company aims to establish a long-term mechanism to safeguard the interests of all shareholders and stakeholders [2][3] Group 1: General Principles - The system applies to fund management between the controlling shareholder, actual controller, and related parties with the company and its subsidiaries [3] - The definition of controlling shareholders, actual controllers, and related transactions follows the regulations of the Shanghai Stock Exchange [3] Group 2: Types of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation [4] - Operational fund occupation refers to fund occupation arising from related transactions in production and operation [4] - Non-operational fund occupation includes various forms such as payment of wages, debts, and other expenses on behalf of the controlling shareholder or related parties [4][5] Group 3: Prevention Measures - The company prohibits any form of fund occupation by the controlling shareholder or related parties [5][6] - Strict procedures and disclosure obligations must be followed for any operational fund transactions with the controlling shareholder or related parties [6][7] - The board of directors is responsible for establishing a verification system to monitor transactions and fund flows with the controlling shareholder and related parties [7][8] Group 4: Responsibilities and Accountability - The board of directors and senior management must diligently fulfill their responsibilities to protect company funds [9][10] - Any violation of the fund occupation rules by the controlling shareholder or related parties will result in liability for damages [10][12] - The company must take protective measures to minimize losses caused by fund occupation or transfer by the controlling shareholder or related parties [10][11]

Core Points - The document outlines the rules for the operation of the shareholders' meeting of Shanghai Sailun Biotechnology Co., Ltd, ensuring compliance with relevant laws and regulations [2][3][4] - The company must hold annual and temporary shareholders' meetings, with specific timelines for notification and execution [4][5][6] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results [3][4][5] Group 1 - The company is required to report to the China Securities Regulatory Commission and the Shanghai Stock Exchange if it cannot hold a shareholders' meeting within the specified timeframe [3][4] - The board of directors must convene the shareholders' meeting within the legal timeframe and respond to requests from independent directors and shareholders holding more than 10% of shares [4][5][6] - The audit committee can convene a temporary shareholders' meeting if the board fails to do so within the stipulated time [4][5] Group 2 - Shareholders holding more than 1% of shares can propose additional agenda items for the meeting, provided they comply with legal and regulatory requirements [6][7] - Notifications for the annual and temporary shareholders' meetings must include detailed information about the meeting and the agenda items [6][7][8] - The company must ensure that all shareholders can attend the meeting, either in person or through authorized representatives [8][9] Group 3 - Voting procedures must be clearly defined, and the results must be disclosed promptly after the meeting [12][15] - The company must maintain confidentiality regarding the voting process and ensure that all relevant documentation is preserved for ten years [15][16] - The board of directors is responsible for executing the resolutions passed during the shareholders' meeting in a timely manner [17][18]

第一章 总 则 第一条 为保证上海赛伦生物技术股份有限公司（以下简称"公司"）与 关联方之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行 为不损害公司和非关联股东的合法权益，根据《中华人民共和国公司法》、《 中华人民共和国证券法》、《上海证券交易所科创板股票上市规则》（以下简 称"《上市规则》"）等有关法律、法规、规范性文件及《上海赛伦生物技术 股份有限公司章程》（以下简称"《公司章程》"）等的规定，结合公司实际 情况，制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文 件及《公司章程》的规定外，还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当 遵循平等、自愿、等价、有偿的原则，协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则和诚实信用原则， 不得损害公司和非关联股东的合法权益，关联交易的价格原则上不能偏离市场 独立第三方的价格或收费的标准。 第五条 关联交易是指公司或者控股子公司与公司关联人发生的转移资源 或义务的事项，包括但不限于下列事项： 1 （一）购买或者出售资产； （二）对外投资（购买银行理 ...