General Provisions - The management system for the resignation of directors and senior management of Jiangsu Hanbang Technology Co., Ltd. is established to regulate the resignation process in accordance with relevant laws and regulations [1][2] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors can resign before the end of their term by submitting a written resignation report, which becomes effective upon receipt by the board [2] - If a director resigns and causes the board to fall below the legal minimum number of members, the original director must continue to perform their duties until a new director is elected [2] - The company must complete the re-election of directors within 60 days to ensure compliance with legal and regulatory requirements [2] Procedures for Resignation - Non-employee representative directors are elected and replaced by the shareholders' meeting, while employee representative directors are elected by the employee representative assembly [3] - The board must ensure that any resignation does not lead to a violation of the minimum number of members required for committees [3] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must hand over all relevant documents and assets to the board within five working days after their resignation becomes effective [6] - Any public commitments made during their tenure must continue to be fulfilled, and if not completed, a written explanation must be provided [6] Accountability Mechanism - If a resigning director or senior management fails to fulfill commitments or has transfer issues, the board will review the situation and propose accountability measures [19] - Resigning individuals can appeal the accountability decisions within 15 days of notification [20] Miscellaneous - This system will take effect upon approval by the company's board and will be modified as necessary [22]

General Provisions - The rules are established to ensure the standardized operation of Jiangsu Hanbang Technology Co., Ltd. and to clarify the responsibilities and powers of the shareholders' meeting, protecting the interests of the company and the legal rights of shareholders [1][2] - The company must strictly convene shareholders' meetings in accordance with laws, regulations, and the company's articles of association [1][2] Shareholders' Meeting Regulations - The shareholders' meeting is the company's authority body, exercising various powers including electing directors, approving reports, and deciding on profit distribution [1][2] - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held once a year within six months after the end of the previous fiscal year [2][3] Convening of Shareholders' Meetings - The board of directors must convene the shareholders' meeting within the stipulated time and must respond to proposals from independent directors or shareholders holding more than 10% of shares within ten days [6][7] - If the board does not agree to convene a temporary meeting, independent directors or shareholders can convene it themselves [7][9] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [14][15] - The company must issue a notice of the shareholders' meeting at least 20 days before the annual meeting or 15 days before a temporary meeting, including detailed information about the proposals [16][17] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds of the votes [31][32] - Related shareholders must abstain from voting on matters involving conflicts of interest [34][35] Meeting Records - The company must keep detailed records of the meeting, including the time, place, agenda, and attendance [47][48] - The meeting records must be preserved for at least ten years [48][49] Legal Compliance - Any violations of the rules or the company's articles of association can be challenged in court within 60 days of the resolution [24][25] - The rules are an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [56]

General Principles - The management system for the shares held by the directors and senior management of Jiangsu Hanbang Technology Co., Ltd. aims to strengthen the management of shareholding changes and clarify procedures based on relevant laws and regulations [1][2] - This system applies to the shares held by the company's directors and senior management [1] Definitions and Compliance - Senior management includes the general manager, deputy general managers, financial director, and board secretary [2] - Directors and senior management must comply with laws and regulations regarding shareholding changes and insider trading [2][3] Restrictions on Share Reduction - Directors and senior management are prohibited from reducing their shareholdings under certain conditions, such as within six months of leaving the company or during investigations related to securities violations [2][3][4] - A reduction plan must be reported to the Shanghai Stock Exchange 15 trading days before the first sale, detailing the number of shares, source, time frame, method, price range, and reasons for reduction [4][5] Reporting and Disclosure - Directors and senior management must report any changes in shareholding within two trading days and disclose details such as the number of shares before and after the change, date, quantity, price, and reasons [7][8] - The company must ensure that all reported data is timely, accurate, and complete, and any violations will result in legal responsibilities [8][9] Penalties and Responsibilities - Any profits gained from violations of the share trading rules will be returned to the company, and violators may face fines or other punitive measures [10][11] - Directors and senior management are responsible for ensuring that their relatives do not engage in illegal trading based on insider information [12][13] Final Provisions - The system will be revised and interpreted by the board of directors and will take effect upon approval [13]

Core Viewpoint - The independent director system of Jiangsu Hanbang Technology Co., Ltd. aims to enhance corporate governance and ensure the independent and objective judgment of directors, thereby protecting the interests of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - The independent director is defined as a director who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1]. - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they must perform their responsibilities according to relevant laws and regulations [1][3]. - Independent directors should act independently and impartially, free from influence by the company or its major shareholders [1][4]. Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time and energy to fulfill their duties [2]. - The board of directors must have at least one-third of its members as independent directors, including at least one accounting professional with relevant qualifications [2][3]. - Independent directors must meet specific independence criteria and possess basic knowledge of corporate operations and relevant laws [3][4]. Group 3: 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 temporary shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21]. - Independent directors must attend board meetings in person and can only delegate their voting rights under specific circumstances [22][23]. Group 4: Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board, which will evaluate their independence and disclose findings alongside the annual report [5][6]. - They are required to submit an annual performance report detailing their attendance, participation in committees, and communication with shareholders [15][16]. Group 5: Legal Responsibilities - Independent directors are liable for serious misconduct, including leaking company secrets, accepting improper benefits, or failing to oppose illegal board resolutions [42][43]. - They may face legal consequences if their actions lead to significant losses for the company due to negligence in their duties [43][44].

Core Viewpoint - The document outlines the management system for related party transactions of Jiangsu Hanbang Technology Co., Ltd, aiming to standardize such transactions, protect the rights of the company, shareholders, and creditors, and ensure fairness in decision-making [1][2]. Group 1: General Principles - The system is established in accordance with relevant laws, regulations, and the company's articles of association [1]. - Related party transactions must comply with legal regulations and the company's internal rules, ensuring fair pricing and proper decision-making procedures [1][2]. - Basic principles include honesty, protection of non-related shareholders' rights, and avoidance of conflicts of interest during voting [1][2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][4]. - Transactions with related parties are defined as those that may lead to resource or obligation transfers, excluding routine operational transactions [4][5]. Group 3: Decision-Making Authority - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][10]. - Specific thresholds include transactions over 300,000 yuan with individuals or over 30 million yuan with entities, which also require shareholder meeting approval [10][11]. Group 4: Disclosure Requirements - The company must disclose related party transactions that meet specific criteria, including transaction amounts and the nature of the relationship [31][32]. - Disclosure must include transaction summaries, approval processes, and any potential impacts on the company's financial status [33]. Group 5: Reporting and Compliance - Company directors and senior management must report related party relationships and transactions to the board [34][36]. - The audit committee is responsible for overseeing the fairness of related party transactions and ensuring compliance with disclosure requirements [26][27].

Core Points - The document outlines the fundraising management system of Jiangsu Hanbang Technology Co., Ltd, aiming to enhance the safety and efficiency of fund usage while protecting investors' rights [1][2][3] Fundraising Management - The company must ensure that the raised funds are used safely and efficiently, adhering to relevant laws and regulations [1][2] - The board of directors is responsible for overseeing the management and usage of the raised funds [2][4] - The company must establish a special account for the raised funds, which cannot be used for non-fundraising purposes [3][7] Fund Usage - Funds must be used according to the approved investment plans and any significant changes must be disclosed promptly [4][10] - The company is prohibited from using raised funds for financial investments or providing funds to related parties for improper benefits [4][10] - Any idle funds can be managed through cash management products, ensuring they do not affect the normal investment plans [5][12] Changes in Fund Usage - Any changes to the investment projects must be approved by the board and disclosed to stakeholders [10][11] - The company must conduct feasibility analyses for new projects and ensure they align with the main business [11][20] Reporting and Supervision - The company is required to maintain accurate records of fund usage and report on the status of investment projects semi-annually [14][15] - Independent financial advisors must conduct regular audits of the fund management practices [15][16] Compliance and Accountability - The company and its executives are obligated to ensure the proper use of funds, with penalties for violations [17][29] - The document emphasizes the need for transparency and adherence to legal standards in all fundraising activities [1][30]

Core Points - The document outlines the financing and external guarantee system of Jiangsu Hanbang Technology Co., Ltd, aiming to regulate financing and guarantee behaviors, control risks, and protect financial safety and investors' rights [1][2][3] Group 1: General Principles - The financing referred to in the document includes indirect financing from financial institutions, such as comprehensive credit, working capital loans, fixed asset loans, and other forms [1][2] - External guarantees are defined as the company providing guarantees, pledges, or other forms of security for third parties, including its subsidiaries [2][3] - The company must follow approval and authorization procedures as per its articles of association and the established system for external guarantees [2][3] Group 2: Financing Management System - The finance department is responsible for managing financing applications from various departments and subsidiaries, conducting preliminary reviews, and submitting them for approval [3][4] - Financing amounts up to 10 million RMB require approval from the general manager's office, while amounts exceeding this threshold or 50% of the latest audited net assets require board approval [3][4][5] - Detailed reports must be submitted for financing applications, including the financial institution's name, amount, purpose, repayment plan, and asset-liability status [4][5] Group 3: External Guarantee Management - External guarantees must comply with relevant laws and regulations, and the company should seek counter-guarantees from the guaranteed party [6][7] - The company must conduct credit assessments of the guaranteed parties, ensuring they are legally established, have repayment capacity, and possess good profitability [6][7] - Guarantees exceeding 10% of the latest audited net assets or 50% of total assets require board and shareholder approval [8][9] Group 4: Risk Management and Responsibilities - The finance department must monitor the financial status of guaranteed parties and report any risks or defaults promptly [12][14] - All directors are responsible for reviewing financing and guarantee matters according to the established system and may face liability for violations [14][15] - The document emphasizes the need for written guarantee contracts and proper risk management procedures to protect the company's interests [10][11][12]

General Provisions - Jiangsu Hanbon Science & Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other relevant regulations, with its registration completed on February 25, 2022 [1][2] - The company received approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission for its initial public offering of 22 million shares, which took place on May 16, 2025 [1][2] - The registered capital of the company is RMB 88 million [2] Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits to provide satisfactory returns to all shareholders [4] - The business scope includes research, manufacturing, and sales of various chromatography equipment and systems, as well as related technical services and consulting [5][6] Shares - The company issues shares in the form of stocks, with a par value of RMB 1 per share [6][7] - The total number of shares issued by the company is 88 million, all of which are ordinary shares [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can participate in shareholder meetings and exercise voting rights [12][13] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [17][40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [50][51] - Shareholder proposals must be submitted in writing and can be made by the board, audit committee, or shareholders holding more than 1% of shares [60][61] Governance and Management - The board of directors is responsible for the overall management of the company, and the chairman serves as the legal representative [2][3] - The company has established an audit committee to oversee compliance and financial reporting [15][16]

Core Viewpoint - The document outlines the information disclosure management system of Jiangsu Hanbang Technology Co., Ltd., emphasizing the importance of transparency, accuracy, and timeliness in disclosing information that may significantly impact stock prices and investor decisions [1][2]. Group 1: Information Disclosure Principles - Information disclosure is a continuous responsibility of the company, requiring strict adherence to relevant laws and regulations [2][3]. - The company must ensure that all shareholders are treated equally, providing significant information simultaneously to all investors [2][3]. - The company is encouraged to voluntarily disclose information that may influence investor decisions, ensuring it does not conflict with legally required disclosures [3][4]. Group 2: Types of Disclosure Documents - The main types of disclosure documents include prospectuses, fundraising documents, listing announcements, acquisition reports, periodic reports, and temporary reports [2][8]. - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [9][10]. Group 3: Reporting Timelines - Annual reports must be disclosed within four months after the end of the fiscal year, semi-annual reports within two months, and quarterly reports within one month after the respective periods [9][10]. - If the company anticipates delays in disclosing periodic reports, it must announce the reasons and expected timelines for disclosure [9][10]. Group 4: Major Events and Temporary Reports - The company must promptly disclose significant events that could impact stock prices, including major financial losses, legal issues, or changes in management [16][17]. - Temporary reports are required for events that may significantly affect the company's stock or derivatives, ensuring timely communication to investors [16][17]. Group 5: Risk and Industry Information - The company is obligated to disclose industry information that may significantly impact stock prices or investor decisions, including industry trends and competitive advantages [24][25]. - Any major changes in the industry or the company's operations that could affect its financial health must be disclosed promptly [25][26]. Group 6: Legal and Financial Obligations - The company must disclose any significant legal disputes or arbitration cases that could impact its financial status or stock price [68]. - The company is required to report on any substantial guarantees provided, especially those exceeding certain thresholds related to its net assets [20][21].

江苏汉邦科技股份有限公司 章 程 2025 年 7 月 | | | 江苏汉邦科技股份有限公司 章程 江苏汉邦科技股份有限公司 章 程 第一章 总 则 第一条 为维护江苏汉邦科技股份有限公司（以下简称"公司"）、股东、职 工和债权人的合法权益，规范公司的组织和行为，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》）、 《上市公司章程指引》、《上海证券交易所科创板股票上市规则》和其他有关规 定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系由江苏汉邦科技股份有限公司全体股东作为发起人，并于 2022 年 2 月 25 日整体变更设立的股份有限公司，在淮安市行政审批局注册登记，取得营 业执照，统一社会信用代码为 913208917038195227。 第三条 公司经上海证券交易所审核并经中国证券监督管理委员会于 2025 年 3 月 4 日注册，首次向社会公众发行人民币普通股 2,200 万股，于 2025 年 5 月 16 日在上海证券交易所科创板上市。 第四条 公司注册名称：江苏汉邦科技股份有限公司。 英文名称：Jiangs ...