Huaxi Bio: Working Rules for the Secretary of the Board of Directors of Huaxi Biotechnology Co., Ltd. (revised in June 2024)
DATE:  Jun 07 2024

Huaxi Biotechnology Co., Ltd.

Working rules of the board secretary

(Revised June 2024)

Chapter I General Provisions

Article 1 is to regulate the behavior of the secretary of the board of directors of Huaxi Biotechnology Co., Ltd. (hereinafter referred to as the "Company" or the "Company"), ensure the standardized operation of the Company, and protect the legitimate rights and interests of investors, according to the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), "the People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law"), "Listed Company Governance Guidelines", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and "Huaxi Biotechnology Co., Ltd. Articles of Association" (hereinafter referred to as "Articles of Association") and other relevant laws, administrative regulations and norms documents, formulate these working rules.

Article 2 the company shall have a secretary of the board of directors, who shall be responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the storage of documents, the management of the information of the shareholders of the company, the handling of information disclosure affairs, the work of investor relations and other matters.

The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules, the Articles of Association and these working rules.

Chapter II Qualifications of the Secretary of the Board of Directors

Article 3 The secretary of the board of directors shall have the necessary financial, management, legal and other professional knowledge to perform his duties, have good professional ethics and personal qualities, and have the necessary work experience to perform his duties. A person under any of the following circumstances shall not serve as the secretary of the board of directors:

(I) any of the circumstances specified in Article 178 of the Company Law;

The (II) has been subject to administrative penalties by the CSRC in the last three years, or has been banned from entering the market by the CSRC, and the time limit has not yet expired;

The (III) has been publicly identified by the stock exchange as unfit to serve as the secretary of the board of directors of the company;

The (IV) has been publicly denounced by the stock exchange or criticized in a circular for more than three times in the last three years;

(V) the current supervisor of the Company;

(VI) other circumstances that the Shanghai Stock Exchange determines are not suitable to serve as the secretary of the board of directors.

Article 4 The provisions of the relevant laws, administrative regulations, departmental rules and the Articles of Association on the senior management personnel of the company shall apply to the secretary of the board of directors.

Article 5 In principle, the secretary of the board of directors shall be appointed by a special person, or may be concurrently appointed by a director of the company. If a director concurrently serves as the secretary of the board of directors, if a certain act needs to be performed by the director and the secretary of the board of directors separately, the person concurrently serving as the director and the secretary of the board of directors shall not perform in a dual capacity.

Chapter III Employment and Dismissal of the Secretary of the Board of Directors

Article 6 A company shall appoint a secretary of the board of directors within three months after its establishment or after the former secretary of the board of directors leaves office.

Article 7 the secretary of the board of directors shall be the senior management personnel of the company, nominated by the chairman of the board of directors, and appointed or dismissed by the board of directors.

Article 8 The board of directors of a company shall have sufficient reasons for dismissing the secretary of the board of directors and shall not dismiss him without reason.

Article 9 If the secretary of the board of directors has one of the following circumstances, the company may dismiss him within one month from the date of occurrence of the relevant facts:

(I) any of the circumstances specified in Article 3 of these Working Rules;

(II) are unable to perform their duties for more than three consecutive months;

(III) make major mistakes or omissions in the performance of their duties, with serious consequences;

(IV) violates laws, administrative regulations, departmental rules and the Articles of Association, with serious consequences.

Article 10 When appointing the secretary of the board of directors, the company shall sign a confidentiality agreement with it and require the secretary of the board of directors

Commitment to continue to perform confidentiality obligations during the term of office and after leaving office until the disclosure of relevant information, except for information involving the company's violations of laws and regulations.

Before leaving the board of directors, the secretary of the board of directors shall accept the departure review of the board of directors and the board of supervisors, and go through the transfer procedures of relevant archives and specific work.

Article 11 During the vacancy of the secretary of the board of directors, the company shall promptly appoint a director or senior manager to perform the duties of the secretary of the board of directors, and at the same time determine the candidate for the secretary of the board of directors as soon as possible. If the vacancy is more than three months, the legal representative of the company shall act as the secretary of the board of directors and complete the appointment of the secretary of the board of directors within six months.

Chapter IV Main Responsibilities of the Secretary of the Board of Directors

Article 12 The secretary of the board of directors shall be responsible to the company and the board of directors and perform the following duties:

(I) handle information disclosure affairs, including being responsible for the release of company information, the confidentiality of undisclosed material information and the submission of insider information to insiders, and formulating and improving the company's information disclosure management system;

(II) urge the relevant information disclosure obligors of the Company to comply with the relevant provisions on information disclosure, and assist the relevant parties and personnel in fulfilling their information disclosure obligations;

(III) attention to media reports, proactively seek confirmation from the Company and relevant information disclosure obligors, and urge the Board of Directors to disclose or clarify in a timely manner;

(IV) organize preparations for and attend meetings of the Board of Directors and its special committees, meetings of the Board of Supervisors and meetings of the General Meeting of Shareholders;

(V) assist the board of directors to establish and improve the company's internal control system, actively promote the company to avoid competition in the same industry, reduce and regulate related transactions, establish and improve incentive and restraint mechanisms, and assume social responsibilities;

(VI) responsible for investor relations management affairs, improve the company's investor communication, reception and service mechanism;

The (VII) is responsible for equity management, including the custody of shareholders' shareholding information, handling matters related to restricted shares, and urging the company's directors, supervisors, senior management and other relevant personnel to comply with the company's share trading regulations

and so on;

(VIII) assisting the Board of Directors in formulating the Company's capital market development strategy and assisting in the planning or implementation of refinancing or mergers and acquisitions;

The (IX) shall be responsible for the training of the company's standardized operation, and organize the directors, supervisors, senior managers and other relevant personnel to receive the training of relevant laws and regulations and other normative documents;

The (X) reminds directors, supervisors and senior managers to perform their duties of loyalty and diligence, and if they know that the above-mentioned personnel have made or may make relevant decisions in violation of relevant laws, regulations, normative documents or the articles of association, they shall give a warning and report to the Shanghai Stock Exchange immediately;

(11) The Company Law, the Securities Law and other duties required by the CSRC and the Shanghai Stock Exchange.

Article 13 the company shall provide convenient conditions for the Secretary of the board of directors to perform his duties. The directors, supervisors, other senior managers and relevant staff shall support and cooperate with the work of the Secretary of the board of directors. No institution or individual shall interfere with the normal performance of the Secretary of the board of directors.

In order to perform his duties, the secretary of the board of directors has the right to attend relevant meetings, consult relevant documents, understand the company's financial and operating conditions, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.

Chapter V Office of the Board of Directors

Article 14 The company shall set up an office of the board of directors to handle the daily affairs of the board of directors. The office of the board of directors is responsible to the secretary of the board of directors.

Article 15 The office of the board of directors shall assist the secretary of the board of directors in performing his duties.

Chapter VI Supplementary Provisions

Article 16 Unless otherwise specified, the terms used in these working rules have the same meaning as those in the articles of association.

Article 17 Matters not covered in these work rules shall be implemented in accordance with relevant national laws, regulations and the "Articles of Association"; if these work rules conflict with national laws, regulations or the "Articles of Association" modified by legal procedures, It shall be implemented in accordance with relevant national laws, regulations and the "Articles of Association", and shall be revised in time and submitted to the company's board of directors for review and approval.

Article 18 these working rules shall take effect from the date of deliberation and approval by the board of directors of the company, involving the people's Republic of China

The relevant provisions of the Company Law of the People's Republic of China (as amended in 2023) shall come into effect on July 1, 2024 and shall be made public before the entry into force.

Division reference implementation. These working rules shall be interpreted and revised by the board of directors of the company, and the original rules shall be abolished as of the effective date of these rules.

Huaxi Biotechnology Co., Ltd.

June 2024

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