证券代码：688136 证券简称：科兴制药 公告编号：2025-053 科兴生物制药股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 科兴生物制药股份有限公司（以下简称"公司"）第二届董事会任期已届满， 根据《中华人民共和国公司法》（以下简称"《公司法》"）《上海证券交易所 科创板股票上市规则》《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、规范性文件以及《公司章程》等规定，公司开展董事 会换届选举工作。现将相关情况公告如下： 一、董事会换届选举情况 经公司董事会提名委员会资格审核通过，公司于 2025 年 7 月 27 日召开第二 届董事会第二十七次会议，审议通过了《关于取消监事会、变更注册资本暨修订 <公司章程> 的议案》《关于董事会换届选举暨提名第三届董事会非独立董事的 议案》《关于董事会换届选举暨提名第三届董事会独立董事的议案》，上述议案 尚需提交公司股东大会审议。 根据董事会审议通过的决议，公司本次换届同步修订《公司章程》，调整董 事会成员组成。调整后公司第三届董事会将由 ...

Group 1 - The company has decided to cancel the supervisory board and allow the audit committee of the board to exercise the powers of the supervisory board as per the new Company Law regulations [1][2][3] - The company will revise its articles of association to reflect the cancellation of the supervisory board and update related governance systems [2][3] - The second supervisory board will continue to perform its supervisory duties until the shareholders' meeting approves the cancellation [2] Group 2 - The company's registered capital has been increased from RMB 199,642,250 to RMB 201,257,250 following the completion of the first vesting period of the restricted stock incentive plan [2][3] - The total number of shares has changed from 199,642,250 to 201,257,250 shares [2] Group 3 - The company is revising its articles of association to enhance operational standards and comply with relevant regulations, including the new Company Law and the Shanghai Stock Exchange rules [3][6] - The revised articles will include new or deleted sections and clauses, with the remaining provisions unchanged [3][6] - The revised articles will be disclosed on the Shanghai Stock Exchange website [3][6] Group 4 - Several governance systems have been revised to improve the company's governance structure and ensure compliance with legal requirements [3][5] - The revised governance systems will be effective after approval from the shareholders' meeting [5][6]

Core Points - The article outlines the management system for the resignation of directors and senior management at Sinovac Biotech Ltd, aiming to enhance corporate governance and protect shareholder rights [3][4][10] Group 1: General Principles - The system is established to strengthen the governance of the company and ensure the stability of its management [3] - It applies to all directors and senior management personnel regarding their resignation, term expiration, or dismissal [3] Group 2: Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [4] - If a director's term expires without re-election, they automatically leave office on the day the shareholders' meeting resolution is passed [4] - The company can dismiss directors through a resolution, effective on the day the resolution is made [4] Group 3: Obligations and Responsibilities - Directors and senior management must hand over all relevant documents and materials within three working days after their resignation becomes effective [6] - They are required to comply with confidentiality obligations regarding the company's trade secrets even after leaving [7] - Any violations of commitments or transfer of shares are subject to specific restrictions and obligations [8][9] Group 4: Accountability Mechanism - The board of directors will review any breaches of commitments or obligations by departing directors and senior management, with potential recovery of losses incurred [9] - Departing personnel can appeal the board's decisions regarding accountability within 15 days of notification [9]

Core Points - The candidate HE RUYI has been nominated by Shenzhen Keyi Pharmaceutical Holdings Co., Ltd. as an independent director candidate for the third board of directors of Sinovac Biotech Ltd. [1] - The candidate declares that they possess the necessary qualifications and independence to serve as an independent director, ensuring no relationships that could affect their independence exist [1][4] - The candidate has over five years of relevant work experience in law, economics, accounting, finance, and management, which is essential for fulfilling the responsibilities of an independent director [1] - The candidate confirms compliance with various legal and regulatory requirements regarding the qualifications for independent directors, including the Company Law of the People's Republic of China and relevant regulations from the China Securities Regulatory Commission [1] - The candidate asserts independence by stating they do not fall under specific disqualifying conditions, such as holding significant shares in the company or having close relationships with major shareholders [1][3] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [2][3] - The candidate has not been disqualified from serving as an independent director due to previous attendance issues at board meetings [3] - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [6] - The candidate commits to adhering to laws, regulations, and rules set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange during their tenure [4]

Core Points - The article outlines the regulations and procedures for selecting and appointing accounting firms by the company to ensure the quality of audit work and financial information [1][2][3] - The selection process requires approval from the audit committee and the board of directors, followed by a decision from the shareholders' meeting [1][2][3] - The company must ensure that the selected accounting firm meets specific qualifications and has a good track record in audit quality [2][3][5] Group 1: Selection Process - The audit committee is responsible for proposing the selection of accounting firms and must evaluate their performance annually [3][4] - The selection methods include competitive negotiation, public bidding, and other means to ensure fairness and transparency [3][5] - The evaluation criteria for accounting firms include audit fees, qualifications, past performance, and quality management systems [6][7] Group 2: Audit Fees and Adjustments - Audit fees must be approved by the shareholders' meeting, and any significant changes in fees must be disclosed [7][8] - If audit fees decrease by 20% or more compared to the previous year, the company must explain the reasons in its disclosure documents [7][8] Group 3: Termination and Reappointment - The company must reappoint or replace the accounting firm under specific circumstances, such as quality issues or inability to meet obligations [8][9] - The audit committee must conduct a thorough investigation of the previous and proposed accounting firms' performance before making a recommendation for reappointment [9][10] Group 4: Compliance and Oversight - The company is required to maintain records of the selection and appointment process for at least ten years [8][11] - The audit committee must report any violations of the selection process to the board of directors and take appropriate actions against responsible parties [11][12]

Core Viewpoint - The document outlines the management system for fund transactions between the company and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its shareholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions between the company and its controlling shareholders, actual controllers, and other related parties, in accordance with relevant laws and regulations [2]. - The definition of related parties and related transactions follows the guidelines set by the Science and Technology Innovation Board [2]. Group 2: Prevention of Fund Occupation - The company must prevent both operational and non-operational fund occupation by related parties, ensuring that funds are not used for purposes such as salary payments or debt repayments without proper transactions [3][4]. - The company must maintain independence in assets, personnel, finance, and operations from related parties [3][4]. Group 3: Fund Transaction Procedures - The board of directors is responsible for overseeing fund transactions with related parties, with the chairman being the primary responsible person [6][7]. - The finance department is tasked with daily implementation of measures to prevent fund occupation and must regularly report on non-operational fund transactions [7][8]. Group 4: Audit and Record Management - The finance department must maintain detailed records of fund transactions with related parties and ensure compliance with legal and regulatory requirements [8][9]. - Regular checks by the board of directors are mandated to verify if there are any fund occupations or resource transfers that could harm the company’s interests [9]. Group 5: Accountability and Penalties - Violations of the established regulations by directors, senior management, or finance personnel can lead to disciplinary actions, including financial penalties and potential legal consequences [10]. - The company is required to take legal action to recover funds occupied by related parties and seek compensation for any losses incurred [10].

Core Viewpoint - The company aims to enhance its corporate governance by improving the board structure and protecting the interests of minority shareholders and stakeholders through the establishment of a set of regulations for independent directors [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any position other than as a director or committee member and have no direct or indirect interests that could affect their independent judgment [2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to laws, regulations, and the company's articles of association [2][3]. Group 2: Meetings and Decision-Making - The company is required to hold independent director meetings at least once a year, with special meetings called as needed, ensuring all independent directors are notified in advance [4][5]. - Decisions made in independent director meetings require a majority agreement from all independent directors and must be documented, including the basis for opinions and the legality of discussed matters [4][5][6]. Group 3: Special Powers and Responsibilities - Independent directors have specific powers that require majority approval in their meetings, including hiring external consultants for audits or proposals to convene shareholder meetings [5][6]. - Independent directors must maintain confidentiality regarding meeting discussions and are responsible for signing off on meeting records [6]. Group 4: Implementation and Compliance - The regulations will take effect upon approval by the company's board and will be modified as necessary to comply with national laws and the company's articles of association [6]. - The board of directors holds the authority to interpret these regulations [6].

科兴生物制药股份有限公司 信息披露暂缓与豁免事务管理制度 信息批 科兴生物制药股份有限公司 第一章 总则 第一条 为规范科兴生物制药股份有限公司（以下简称"公司"）的信息披露暂缓与豁免 行为，督促公司及相关信息披露义务人（以下简称"信息披露义务人"）依法、合规地履行信 息披露义务，保护投资者的合法权益，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》"）、上海证券交 易所《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》（以下简称"《规 范运作》"）《上市公司信息披露暂缓与豁免管理规定》等法律、法规、规章和《科兴生物制 药股份有限公司章程》（以下简称"《公司章程》"）、《科兴生物制药股份有限公司信息披 露管理制度》（以下简称"《信息披露管理制度》"）等内部制度的有关规定，结合公司实际 情况，制定本制度。 第二条 信息披露义务人按照《上市规则》、《规范运作》及其他相关法律、法规、规范 性文件的规定，办理信息披露暂缓、豁免业务的，适用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地披露信息，不 得滥用暂缓或 ...

General Principles - The document outlines the management system for the shares held by directors and senior management of Sinovac Biotech Ltd, aiming to strengthen the declaration, disclosure, supervision, and management of their stock trading activities [1][2] - The system is established in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [1] Share Trading Regulations - Directors and senior management must be aware of and comply with laws prohibiting insider trading, market manipulation, and short-term trading before buying or selling company shares [2] - They are encouraged to stabilize stock prices by purchasing shares during significant price declines [2] - Directors and senior management are prohibited from engaging in margin trading or derivative transactions involving the company's stock [2][3] Share Transfer Restrictions - There are specific conditions under which shares held by directors and senior management cannot be transferred, including within one year of the company's stock listing and within six months after leaving the company [3][4] - Additional restrictions apply if the company is under investigation for securities violations or if the directors and senior management have been penalized for such violations [4] Shareholding and Transfer Management - Core technical personnel are subject to additional restrictions on transferring shares acquired before the company's initial public offering, including a 12-month lock-up period and annual transfer limits [4][5] - Directors and senior management must notify the board secretary of their trading plans in writing, and the secretary must verify the appropriateness of the transaction [3][5] Disclosure Requirements - Directors and senior management must disclose any changes in their shareholdings within two trading days of the change, including details such as the number of shares before and after the change, the date, and the price [6][16] - They are also required to report their personal information to the company and the stock exchange at specified times, including upon appointment and when there are changes [16][19] Compliance and Accountability - The company and its directors and senior management must ensure that all information related to shareholding and transfer is timely, truthful, accurate, and complete, bearing legal responsibility for any discrepancies [19] - The board secretary is responsible for managing the data and information related to directors and senior management's shareholdings and must report any violations to regulatory authorities [19]

Core Points - The articles outline the articles of association for Kexing Biopharm Co., Ltd., detailing the company's legal framework, governance structure, and operational guidelines [2][4][5]. Group 1: General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2][3]. - The registered capital of the company is RMB 201,257,250.00 [3]. - The company is permanently established and has its legal representative as the chairman [3][4]. Group 2: Business Objectives and Scope - The company's mission is to promote the development of high-quality biopharmaceuticals and enhance their clinical value, focusing on safety and reliability for patients [5]. - The business scope includes research, production, and sales of biological products, chemical drugs, raw materials, and traditional Chinese medicine, among others [5]. Group 3: Shares - The company has issued a total of 201,257,250 shares, all of which are ordinary shares denominated in RMB [6][20]. - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6][7]. Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise the company, and access company documents [13][34]. - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [40][41]. Group 5: Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the fiscal year [21][52]. - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [56][61]. Group 6: Decision-Making and Voting - Major decisions, such as capital increases, mergers, and significant asset transactions, require approval from the shareholders' meeting [21][49]. - Voting procedures and requirements for decision-making are clearly defined, ensuring transparency and accountability [30][34].