Core Points - The candidate, Hao Mei, has declared their qualifications and commitment to serve as an independent director for Yuan Biotechnology (Shanghai) Co., Ltd. [1] - The candidate possesses the necessary knowledge of company operations and relevant laws, with over five years of experience in legal, economic, accounting, and management fields [1] - The candidate confirms independence and does not fall under any disqualifying conditions as outlined by relevant regulations [1][2] Summary by Sections - **Qualifications**: The candidate meets the requirements set by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors issued by the China Securities Regulatory Commission [1] - **Independence**: The candidate asserts independence, stating no direct or indirect relationships that could compromise their role, including not holding significant shares or positions in related companies [1] - **No Disciplinary Records**: The candidate has no adverse records in the last 36 months, including no administrative penalties from the China Securities Regulatory Commission or criminal charges [2][3] - **Commitment to Responsibilities**: The candidate acknowledges the responsibilities of an independent director and commits to adhering to all relevant laws and regulations, ensuring sufficient time and effort to fulfill their duties [4]

General Principles - The information disclosure management system aims to standardize the disclosure behavior of the company and protect investors' rights [1][2] - Information refers to any matters that may significantly impact the company's stock trading price or investment decisions [1][2] Information Disclosure Requirements - Information disclosure must be timely, fair, and ensure the content is true, accurate, complete, and easy to understand [5][6] - The company and related parties must disclose information based on objective facts and avoid misleading statements [3][6] Disclosure of Major Events - The company must disclose significant events that may impact stock prices, even if they do not meet specific legal disclosure standards [8][9] - The company should provide comprehensive information reflecting its business, technology, finance, governance, competitive advantages, industry trends, and policy impacts [9][12] Regular Reporting - The company is required to disclose annual, semi-annual, and quarterly reports within specified timeframes [20][21] - Annual reports must include basic company information, major financial data, stock and bond issuance details, and other regulatory requirements [22][23] Risk Disclosure - The company must disclose risks that could significantly impact its core competitiveness and operational activities [12][29] - Specific risks include technological changes, market competition, and macroeconomic factors [30][31] Temporary Reporting - Temporary reports must be issued for significant events that could affect the trading price of the company's securities [42][43] - Major events include large compensation liabilities, significant asset impairments, and changes in shareholder equity [43][44] Related Party Transactions - The company must ensure the legality, necessity, and fairness of related party transactions and disclose them when they meet certain thresholds [49][50] - Transactions with related parties must be disclosed if they exceed specified financial limits [50][51] Industry Information and Business Risks - The company should proactively disclose industry information that may significantly affect stock prices or investment decisions [56][57] - Information should include industry characteristics, technological advancements, and competitive advantages [57][58]

Core Points - The company, He Yuan Biotechnology (Shanghai) Co., Ltd., was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and is registered with the Shanghai Municipal Market Supervision Administration [1][2] - The company was approved by the Shanghai Stock Exchange on November 4, 2021, and registered with the China Securities Regulatory Commission on January 11, 2022, for its initial public offering of 100 million shares, which were listed on the STAR Market on March 22, 2022 [2] - The registered capital of the company is RMB 649.0367 million [2] - The company aims to develop high-tech industries and expand both domestic and international markets while ensuring reasonable returns for shareholders and creating positive social effects [6] Company Structure - The company is a permanent joint-stock company, with the board of directors acting as the legal representative [2][3] - The legal representative is responsible for civil activities conducted in the company's name, and the company bears civil liability for actions taken by the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Operations - The company's business scope includes drug production, entrusted drug production, and various technical services in the biomedical field [6] - The company operates under principles of honesty and legality, aiming to optimize management and develop high-tech industries [6] Share Issuance and Management - The company issues registered shares, all of which are ordinary shares, with a total of 649.0367 million shares issued [7] - The shares are stored in a centralized manner at the Shanghai branch of China Securities Depository and Clearing Corporation Limited [7] - The company can increase its registered capital through various methods, including issuing shares to unspecified or specific objects, subject to shareholder approval [9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [15] - Shareholders are required to comply with laws and the company's articles of association, and they cannot withdraw their capital except as permitted by law [20] - The company has provisions for shareholders to propose and vote on various matters, including the election of directors and approval of financial reports [23][29] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [48][52] - The board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [52][54] - Shareholder meetings must be documented, and records must be maintained for a minimum of 10 years [78]

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 company's and shareholders' legitimate rights and interests [2][4]. Group 1: General Principles - The management system aims to strengthen and standardize the company's fund management and prevent the occupation of company funds by controlling shareholders and related parties [2]. - The system applies to financial interactions between the controlling shareholder, actual controller, related parties, and subsidiaries included in the company's consolidated financial statements [2][4]. - The term "occupation of company funds" includes both operational and non-operational fund occupations [3]. Group 2: Prevention Principles - The company must strictly prevent fund occupation during operational transactions with controlling shareholders and related parties, prohibiting the provision of funds for non-operational expenses [4][5]. - Specific prohibited actions include providing funds for salaries, welfare, and other expenses, as well as unauthorized loans to controlling shareholders and related parties [5][6]. Group 3: Management Measures - The board of directors is responsible for managing the prevention of fund occupation, with directors and senior management having a legal obligation to maintain the safety of company funds [6][7]. - A leadership group is established to oversee daily management and supervision of fund occupation prevention, led by the chairman and including the general manager and financial officer [6][7]. Group 4: Accountability and Penalties - Controlling shareholders and actual controllers who violate the system and cause losses to the company must bear compensation responsibilities, and relevant responsible persons will face corresponding penalties [7][8]. - The board of directors will take serious actions against directors and senior management who facilitate or condone fund occupation, including potential criminal liability [8][9]. Group 5: Additional Provisions - The company must develop a debt recovery plan in case of fund occupation and report to regulatory authorities as required [10]. - The management system will be effective upon approval by the board of directors and will be revised as necessary to comply with national laws and regulations [10].

General Principles - The rules are established to regulate the behavior of He Yuan Biotechnology (Shanghai) Co., Ltd. and ensure that the shareholders' meeting exercises its rights according to the Company Law and relevant regulations [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] Shareholders' Meeting Resolutions - Ordinary resolutions require a majority of the voting rights held by attending shareholders, while special resolutions require at least two-thirds of the voting rights [3][4] - Matters requiring ordinary resolutions include the board's work report, profit distribution plans, and the appointment of board members [3][4] - Special resolutions are needed for significant changes such as capital adjustments, mergers, and amendments to the articles of association [3][4] Voting Rights and Procedures - Each share carries one vote, and shares held by the company do not have voting rights [5][6] - For significant matters affecting minority investors, separate voting results must be disclosed [5][6] - Shareholders holding more than 10% of shares can propose the convening of a temporary shareholders' meeting [11][12] Meeting Organization - The annual shareholders' meeting must be held within six months after the end of the previous fiscal year, while temporary meetings can be called as needed [10][12] - Legal opinions must be obtained for the meeting's legality, including the qualifications of attendees and the validity of voting procedures [13][14] Proposal and Notification - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing at least ten days before the meeting [21][22] - Notifications must include detailed information about the meeting, including time, location, and agenda [26][27] Meeting Conduct - The meeting must be held at the company's registered location, and all shareholders or their proxies have the right to attend [28][30] - The chairman of the board presides over the meeting, and if they are unable to do so, a director will be elected to lead [35][36] Voting and Results - Voting must be conducted item by item, and results must be announced immediately after voting [41][46] - Meeting records must be maintained for at least ten years, detailing attendance, proposals, and voting outcomes [47][48] Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within 60 days [51][52] - The company must promptly disclose the results of the shareholders' meeting, including the number of votes and resolutions passed [52][53]

Core Viewpoint - The document outlines the management system for the shares held by directors and senior management of He Yuan Biotechnology (Shanghai) Co., Ltd, emphasizing compliance with relevant laws and regulations regarding share trading and disclosure [1][2]. Summary by Sections General Principles - The system aims to strengthen the management of shares held by directors and senior management, clarifying procedures based on various laws and regulations [1]. - It applies to directors, senior management, and core technical personnel regarding their shareholdings and changes [1]. Shareholding Change Rules - Directors and senior management must be aware of laws prohibiting insider trading and market manipulation before trading shares [2]. - Shares held by directors and senior management include those registered in their names and those held through others' accounts [2]. - They are prohibited from engaging in margin trading with the company's shares [2]. Restrictions on Share Transfer - Shares cannot be transferred under specific conditions, such as within one year of the company's stock listing or within six months after leaving the company [4]. - Additional restrictions apply if the company is under investigation for securities violations or if the individual is subject to administrative penalties [4]. Trading Restrictions - Directors and senior management are prohibited from trading shares during certain periods, such as 15 days before annual or semi-annual reports [6]. - A six-month prohibition on reverse trading applies after any legal purchase or sale of shares [7]. Reporting and Disclosure Management - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [7]. - Any changes in shareholdings must be reported within two trading days, including details of the transaction [18]. Legal Responsibilities - The company reserves the right to pursue accountability for violations of the management system by directors and senior management [24]. - Individuals causing losses to investors due to violations may face civil, administrative, or criminal liabilities [25]. Additional Provisions - The system will be revised in accordance with future laws and regulations, ensuring compliance with the company's articles of association [12].

和元生物技术（上海）股份有限公司 累积投票制实施细则 和元生物技术（上海）股份有限公司 累积投票制实施细则 第一章 总则 第一条 为进一步完善和元生物技术（上海）股份有限公司（以下简称"公 司"）的法人治理结构，规范公司董事的选举，切实保证所有股东充分行使选择 董事的权利，维护中小股东利益，根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司治理准则》《上市公司章程指引》等法律、法规、规范 性文件及《和元生物技术（上海）股份有限公司章程》（以下简称"《公司章程》"）， 制定本细则。 第二条 本细则所称累积投票制，是指公司股东会在选举两名以上的董事 时，股东所持的每一有效表决权股份拥有与该次股东会应选董事总人数相等的投 票权，股东拥有的投票权等于该股东持有股份数与应选董事总人数的乘积。股东 既可以用所有投票权集中投票选举一位候选董事，也可以分散投票数位候选董事， 董事最后由获得投票数较多者当选。 第三条 本细则适用于选举两名以上的董事的选举。股东会仅选举一名董 事时，不适用累积投票制。 第四条 所称"董事"特指由股东会选举产生的董事，由职工代表担任的 董事由公司职工民主选举产生或更换，不适用于本 ...

和元生物技术（上海）股份有限公司 信息披露管理制度 和元生物技术（上海）股份有限公司 信息披露管理制度 第一章 总则 第一条 为规范和元生物技术（上海）股份有限公司（以下简称"公司"或 "本公司"）及相关信息披露义务人的信息披露行为，保护投资者合法权益，根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司信息披露管 理办法》《上海证券交易所科创板股票上市规则》（以下简称"《上市规则》"） 《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》等法律、 法规、规范性文件和《和元生物技术（上海）股份有限公司章程》（以下简称"《公 司章程》"）等规定，制定本制度。 第二条 本制度所称"信息"是指所有可能对公司股票交易价格产生较大影 响或者对投资决策有较大影响的事项（以下亦称为"重大事件"或者"重大事项" 或者"重大信息"）。 第三条 本制度所称"信息披露"是指公司及其他信息披露义务人按照有关 法律、行政法规、部门规章、规范性文件、《上市规则》和上海证券交易所其他 相关规定，在规定时间内通过中国证券监督管理委员会（以下简称"中国证监会"） 指定的媒体按规定的程序向社会公众公布应披露的信息，并按规定 ...

综上，我们同意提名高国垒、郝玫、吴丹枫、侯绪超为公司第四届董事会独 立董事候选人，并同意将该议案提交公司第三届董事会第二十二次会议进行审议。 和元生物技术（上海）股份有限公司 和元生物技术（上海）股份有限公司 董事会提名委员会关于独立董事候选人的审核意见 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》《上市公司独立董事管理办法》及《和元生物技术（上海）股份 有限公司章程》等有关规定，和元生物技术（上海）股份有限公司（以下简称"公 司"）第三届董事会提名委员会对第四届董事会独立董事候选人的任职资格进行 了审核并发表审核意见如下： 1、经审阅公司第四届董事会独立董事候选人高国垒、郝玫、吴丹枫、侯绪 超的个人履历等相关资料，上述独立董事候选人未持有公司股份，与公司其他董 事、高级管理人员以及持股 5%以上股东不存在其他关联关系，不存在《公司法》 规定的不得担任公司的董事的情形；未被中国证监会采取证券市场禁入措施；未 被证券交易所公开认定为不适合担任上市公司董事；未受过中国证监会行政处罚 和证券交易所公开谴责或通报批评；没有因涉嫌犯罪被司法机关立案侦查或者涉 嫌违法违规被中国证监会 ...

和元生物技术（上海）股份有限公司 章 程 二〇二五年六月 | 第一章 | 总 则 - | 4 - | | --- | --- | --- | | 第二章 | 经营宗旨和范围 - | 5 - | | 第三章 | 股 份 - | 5 - | | 第四章 | 股东和股东会 - | 9 - | | 第五章 | 董事和董事会 - | 25 - | | 第六章 | 高级管理人员 - | 36 - | | 第七章 | 财务会议制度、利润分配和审计 - | 38 - | | 第八章 | 通知和公告 - | 43 - | | 第一节 合并、分立、增资、减资 | | --- | | 第二节 解散和清算 ………………………………………………………………………………………… - 46 - | | 诗十章 修改章程 | | 尊十一章 信息披露与股东关系管理 | | 等十二章 争议解决 ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 48 - | | 宣艺 机口干 ...