证券代码：688739 证券简称：成大生物 公告编号：2025-041 辽宁成大生物股份有限公司 关于公司董事变更的公告 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、准确性和完整性承担法律责任。 重要内容提示： 辽宁成大生物股份有限公司（以下简称"成大生物"或"公司"）董事会于 近日收到董事董丙建先生与崔建伟先生的书面辞职报告。因工作需要，董丙建先 生申请辞去公司董事及董事会战略委员会委员职务，辞职后将不再担任公司任何 职务；崔建伟先生申请辞去公司董事职务，辞职后仍将担任公司副总经理、财务 总监职务。根据公司控股股东辽宁成大股份有限公司推荐、经董事会提名委员会 资格审查通过，董事会同意提名徐飚先生、周岳先生为公司第五届董事会非独立 董事候选人，任期自公司股东会审议通过之日起至第五届董事会届满之日止。该 议案尚需提交公司股东会审议。 公司于 2025 年 8 月 12 日召开第五届董事会第二十一次会议，审议通过了 《关 于补选公司董事的议案》。根据公司控股股东辽宁成大股份有限公司推荐、经董 事会提名委员会资格审查通过，董事会提名徐飚先生、周岳先生为公司第 ...

辽宁成大生物股份有限公司 信息披露管理制度 辽宁成大生物股份有限公司 信息披露管理制度 第一章 总 则 第一条 为提高辽宁成大生物股份有限公司（以下简称"公司"）信息披露工作质 量和规范信息披露行为，确保公司对外信息披露工作的真实性、准确性、及时性，保 护公司、股东、债权人及其他利益相关者的合法权益，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》"） 《上市公司信息披露管理办法》（以下简称"《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》"）及其他有关法律、法规、规范性 文件和《辽宁成大生物股份有限公司章程》（以下简称"《公司章程》"）的规定， 制定本制度。 第二条 本制度所称"信息披露"是指公司将对公司股票及其衍生品种交易价格可 能产生较大影响而投资者尚未得知的信息或影响投资者作出价值判断和投资决策的重 大信息，在规定的期限内，通过上海证券交易所网站和符合中国证监会规定条件的媒 体，以规定的方式向社会公众公布，并按照规定报送证券监管部门。 第三条 本制度适用于如下人员和机构： (一) 公司董事会秘书和信息披露事务管理部门； ...

General Principles - The purpose of the independent director system is to enhance the corporate governance structure of Liaoning Chengda Biological Co., Ltd. and create a favorable working environment for independent directors [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could hinder their independent judgment [1][2] Independent Director Responsibilities - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their duties in accordance with relevant laws and the company's articles of association [1][2] - They are required to participate in decision-making, supervision, and provide professional advice to protect the overall interests of the company and the legal rights of minority shareholders [1][2] Qualifications and Independence - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal character without significant credit issues [2][3] - The company must ensure that independent directors maintain their independence and are not influenced by major shareholders or actual controllers [2][3] Nomination and Election - Independent directors can be nominated by the board of directors or shareholders holding more than 1% of the company's issued shares, and their qualifications must be reviewed before nomination [5][6] - The election of independent directors must be conducted separately from non-independent directors, and cumulative voting is required when electing multiple independent directors [6][14] Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [18][19] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [19][20] Communication and Reporting - The company must establish a communication mechanism between independent directors and minority shareholders, allowing independent directors to verify investor inquiries [29] - Independent directors are required to submit annual reports on their performance to the company's annual general meeting [30] Support and Compensation - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities [32][33] - Independent directors are entitled to compensation that corresponds to their responsibilities, which must be approved by the shareholders' meeting and disclosed in the annual report [38]

Core Viewpoint - The company plans to sign a cooperation research and development agreement with Huazhong Agricultural University, which is expected to enhance its core competitiveness in the bioproducts sector and accelerate its development in the industry [1]. Summary by Relevant Sections - **Cooperation Agreement**: The proposed agreement with Huazhong Agricultural University is seen as beneficial for improving the company's competitiveness in the bioproducts field [1]. - **Compliance and Procedures**: The transaction adheres to the company's articles of association, cooperation research and development management system, and the framework agreement with Huazhong Agricultural University, ensuring that all procedures are followed [1]. - **Related Party Transaction**: This transaction is classified as a related party transaction, with legal voting procedures and fair pricing, ensuring no harm to the company or its shareholders [1].

辽宁成大生物股份有限公司 投资者关系管理制度 辽宁成大生物股份有限公司 投资者关系管理制度 第一章 总则 第一条 为加强辽宁成大生物股份有限公司（以下简称"公司"）与投资者和 潜在投资者（以下简称"投资者"）之间的信息沟通，增进投资者对公司的了解与 认同，切实维护广大投资者的合法权益，完善公司的治理结构，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》"） 《上市公司治理准则》 《上市公司投资者关系管理工作指引》 《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、法规和规范性文件的规定及《辽宁成大生物股份有限公司 章程》（以下简称"《公司章程》" ），结合公司实际情况，制定本制度。 第二条 本制度所称投资者关系管理是指公司通过便利股东权利行使、信息披 露、互动交流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投 资者对公司的了解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、 回报投资者、保护投资者目的的相关活动。 第三条 公司投资者关系管理工作应严格遵守《公司法 ...

辽宁成大生物股份有限公司 董事、高级管理人员持股变动管理办法 董事、高级管理人员持股变动管理办法 第一章 总则 第一条 为加强辽宁成大生物股份有限公司（以下简称"公司"或"本公司"） 对董事、高级管理人员持有及买卖本公司股份的管理工作，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》等法律、行政法规、部门规章、规范性 文件及《辽宁成大生物股份有限公司章程》（以下简称"《公司章程》"）的有 关规定，结合公司实际情况，制定本办法。 第二条 本办法适用于公司董事、高级管理人员所持本公司股份及其变动的 管理。 公司董事、高级管理人员所持本公司股份，是指登记在其名下和利用他人账 户持有的所有本公司股份。董事、高级管理人员拥有多个证券账户的，应当合 ...

General Principles - The rules are established to protect shareholders' rights and ensure the orderly conduct and efficiency of shareholder meetings [1] - The shareholder meeting is the company's decision-making body, composed of all shareholders [1][2] - The company must convene shareholder meetings in accordance with laws, regulations, and its articles of association [1][2] Types of Meetings - There are annual and temporary shareholder meetings; the annual meeting must be held within six months after the end of the previous fiscal year [2] - Temporary meetings must be held within two months under certain conditions, such as insufficient directors or significant losses [2][3] Meeting Convening - The board of directors is responsible for convening meetings within the specified time frame [3][4] - Independent directors and the audit committee can propose temporary meetings, requiring majority consent from independent directors [3][4] Proposals and Notifications - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [4][5] - Proposals for meetings must be submitted in writing and should align with the company's articles of association [6][16] Meeting Procedures - Shareholder meetings must be held at designated locations, and changes require prior notice [28] - The company must provide necessary facilities for shareholders to participate, including online voting options [29][30] Voting and Resolutions - Resolutions can be ordinary or special; ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority [56][58] - Voting rights are based on the number of shares held, with each share granting one vote [59] Record Keeping - Meeting minutes must be recorded, detailing the time, location, attendees, and voting results [53][54] - The company must ensure that resolutions are announced promptly, including details of the voting results [70][72] Legal Compliance - Any violations of laws or regulations during the meeting can lead to legal challenges within 60 days [27] - The board and relevant parties must execute resolutions promptly and comply with disclosure obligations [27][28]

Core Points - The document outlines the rules for the board of directors of Liaoning Chengda Biological Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][3] - The board is required to hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [4][6] - The rules emphasize the importance of clear communication and documentation, including the necessity for written proposals and meeting notifications [8][10] Group 1 - The board of directors is responsible for making decisions within the scope defined by the company's articles of association and relevant laws [2][3] - The board office handles daily affairs and is responsible for maintaining the board's seal [2] - Proposals for meetings must be submitted in writing, detailing the proposer’s identity and the content of the proposal [6][8] Group 2 - Meetings require the presence of more than half of the directors to be valid, and provisions are made for directors to attend via telecommunication if necessary [11][14] - Directors must personally attend meetings or delegate their voting rights through a written proxy if unable to attend [12][13] - The board must ensure that decisions are made based on thorough discussions and that all relevant factors are considered [8][9] Group 3 - The board is required to review periodic reports carefully, ensuring accuracy and completeness, and must disclose any significant issues [17][20] - Decisions made by the board must receive approval from more than half of the directors present, with specific rules for related party transactions [24][25] - The board is mandated to maintain confidentiality regarding decisions until they are officially disclosed [30][32]

Core Points - Liaoning Chengda Biotechnology Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other relevant regulations [1] - The company completed its initial public offering of 41.65 million shares on October 28, 2021, after approval from the Shanghai Stock Exchange [1][3] - The registered capital of the company is RMB 416.45 million [1] - The company is committed to the research, development, production, and promotion of biological products, adhering to the core values of integrity, responsibility, and quality control [1][2] Company Structure and Governance - The company is governed by a board of directors, with the chairman serving as the legal representative [1] - 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 its entire assets [1] - The company has established procedures for external guarantees and related party transactions, requiring board or shareholder approval [1][2] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [3][5] - The total number of shares issued at the time of establishment was 360 million, with the current total being 41.65 million shares [5] - The company has specific regulations regarding the increase, decrease, and repurchase of shares, requiring shareholder approval for significant transactions [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as the right to inspect company documents [9][10] - The company must hold annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [25][26] - Shareholders holding more than 3% of shares for over 180 days can request access to the company's accounting records [10] Financial Management and Transactions - The company must submit significant transactions, including guarantees and financial assistance, for shareholder approval [51][52] - Transactions involving related parties that exceed certain thresholds require evaluation and approval [53][54] - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific conditions [5][6]

Core Points - The document outlines the working rules for the independent director special meetings of Liaoning Chengda Biological Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [1][2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company is required to hold at least one independent director special meeting annually, with provisions for additional meetings as needed [2][3] Group 1 - The independent director special meeting is convened by a majority of independent directors and requires their presence to proceed [2][3] - Specific matters that must be discussed in these meetings include decisions related to company acquisitions and other significant issues as stipulated by laws and regulations [2][3] - Independent directors have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [3][4] Group 2 - The meetings must document key discussion points, including related party transactions and any changes to commitments by the company or related parties [4][5] - The company is responsible for providing necessary conditions for the meetings, including operational data and support for independent directors to conduct site visits [5][6] - Confidentiality obligations are imposed on all attending independent directors regarding the matters discussed in the meetings [6]