Governance rules for companies listed on the National SME Share Transfer System_ Shanghai Chenguang Medical Technology Co., Ltd.
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Governance rules for companies listed on the National SME Share Transfer System

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Governance rules for companies listed on the National SME Share Transfer System

Governance rules for companies listed on the National SME Share Transfer System

Chapter 1 General Provisions

Article 1 In order to regulate the organization and behavior of listed companies, improve the governance level of listed companies, and protect the legitimate rights and interests of investors, the company shall formulate laws, regulations and departmental rules in accordance with the "Company Law", "Securities Law", and "Measures for the Supervision and Management of Non-listed Public Companies" This rule.
   Article 2 These rules apply to companies whose shares are listed for public transfer in the National Equities Exchange and Quotations System (hereinafter referred to as the National Equity Exchange System) (hereinafter referred to as listed companies).
Article 3 A listed company shall, in accordance with laws and regulations, departmental rules and business rules of the National Equity Exchange System, establish and improve corporate governance mechanisms and internal control mechanisms, improve the company’s articles of association and the rules of procedures and operating mechanisms of the shareholders’ meeting, board of directors, and board of supervisors, and standardize directors , The conduct and selection of supervisors and senior managers, fulfill the obligation of information disclosure, and take effective measures to protect the legal rights and interests of the company’s shareholders, especially small and medium shareholders.
   The National SME Share Transfer System Co., Ltd. (hereinafter referred to as the National Equity Transfer Company) can formulate differentiated self-discipline management systems for listed companies at different market levels.
   Article 4 A listed company shall, in accordance with departmental regulations, business rules and continuous supervision agreements, accept the guidance and supervision of the lead brokerage firm, cooperate with the verification work, and create necessary conditions for the lead brokerage firm to carry out continuous supervision work.
Article 5 Listed companies and their directors, supervisors, senior managers, shareholders, actual controllers, acquirers, counterparties to major asset restructuring transactions, bankruptcy administrators and other natural persons, institutions and their related personnel, sponsor securities firms, accounting firms, and lawyers Firms, other securities service agencies and practitioners shall abide by laws, regulations, departmental rules and business rules, be honest and trustworthy, and consciously accept the self-discipline management of the national equity transfer company.
  Article 6 In listed companies, in accordance with the provisions of the "Company Law", an organization of the Communist Party of China shall be established to carry out party activities. The listed company shall provide necessary conditions for the activities of the party organization.
   According to the "Company Law" and relevant regulations, state-owned listed companies have incorporated relevant requirements for party building work into the company's articles of association in accordance with the company's equity structure, operation and management and other realities.

   Chapter 2 Shareholders' meeting, board of directors and board of supervisors

  Section 1 General Meeting of Shareholders

  Article 7 A listed company shall stipulate in the company's articles of association the responsibilities of the shareholders' meeting, as well as the procedures for convening, convening and voting, and standardizing the operating mechanism of the shareholders' meeting.
  The listed company shall formulate the rules of procedure of the shareholders' meeting, which shall be included in the company's articles of association or as an annex to the articles of association.
   Article 8 The general meeting of shareholders of a listed company shall exercise its functions and powers within the scope prescribed by the "Company Law" and the company's articles of association.
  The listed company shall stipulate in the articles of association the principle of authorization of the general meeting of shareholders to the board of directors, and the authorization content shall be clear and specific. The general meeting of shareholders shall not delegate its statutory powers to the board of directors.
   Article 9 A listed company shall convene an extraordinary general meeting of shareholders and an annual general meeting of shareholders in strict accordance with laws and regulations, departmental rules, business rules and the company's articles of association to ensure that shareholders can exercise their rights in accordance with the law. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year; the extraordinary general meeting shall be held irregularly, and in the event that the “Company Law” stipulates that an extraordinary general meeting shall be held, it shall be held within 2 months . If the general meeting of shareholders cannot be held within the above-mentioned time limit, the listed company shall promptly notify the leading brokerage firm and disclose an announcement explaining the reasons.
   Article 10 The board of directors of a listed company shall earnestly perform its duties and convene a general meeting of shareholders on time within the time limit specified in Article 9 of these rules. All directors shall be diligent and responsible to ensure that the general meeting of shareholders is held normally and that they exercise their powers in accordance with the law.
  The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and the proposal shall be made in writing. If the board of directors does not agree to convene, or fails to provide written feedback within 10 days after receiving the proposal, the board of supervisors shall convene and preside over the extraordinary general meeting by itself.
Shareholders who individually or collectively hold more than 10% of the company’s shares can propose in writing that the board of directors convene an extraordinary general meeting; if the board of directors does not agree to convene, or fails to provide feedback within 10 days after receiving the proposal, the above-mentioned shareholders can propose in writing that the board of supervisors convene an extraordinary general meeting . If the board of supervisors agrees to convene, it shall issue a notice of convening the shareholders' meeting within 5 days after receiving the proposal; if the notice is not issued within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the shareholders' meeting, and shall hold the company individually or in total for more than 90 days. Shareholders with more than% of the shares can convene and preside over extraordinary general meetings by themselves. Before the announcement of the resolutions of the general meeting of shareholders, the total shareholding ratio of the shareholders convening the general meeting shall not be less than 10%.
  Where the board of supervisors or shareholders convene a general meeting of shareholders in accordance with the law, the board of directors of the listed company and the person in charge of information disclosure shall cooperate and perform information disclosure obligations in a timely manner.
   Article 11 The content of the proposals of the shareholders meeting shall comply with the relevant provisions of laws and regulations and the company's articles of association, and shall fall within the scope of the shareholders meeting's powers, with clear topics and specific resolutions.
   Article 12 When convening a general meeting of shareholders, the time, place, and consideration of the meeting shall be notified to all shareholders in the form of an announcement in accordance with relevant regulations. The notice of the general meeting of shareholders shall specify the time and place of the meeting and determine the date of equity registration. The interval between the equity registration date and the meeting date shall not be more than 7 trading days, and shall be later than the disclosure time of the announcement. Once the equity registration date is determined, it cannot be changed.
Article 13 Shareholders who individually or collectively hold more than 3% of the company’s shares may submit a temporary proposal 10 days before the general meeting of shareholders and submit it to the convener in writing; the convener shall issue a supplementary notice of the general meeting within 2 days after receiving the proposal, and The provisional proposal was submitted to the shareholders meeting for consideration.
   In addition to the provisions of the preceding paragraph, the convener shall not modify or add new proposals after issuing the notice of the shareholders meeting. The general meeting of shareholders shall not vote and make resolutions on proposals that are not listed in the notice of the general meeting or that do not comply with laws, regulations and the company's articles of association.
   The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific content of the proposal, as well as all the materials or explanations required for shareholders to make reasonable judgments on the matters to be discussed.
   Article 14 After the notice of the general meeting of shareholders is issued, it shall not be postponed or cancelled without justifiable reasons, and the proposals listed in the notice of the general meeting shall not be cancelled. If it is really necessary to postpone or cancel, the company shall make an announcement at least 2 trading days before the original scheduled convening of the shareholders' meeting, and explain the reasons in detail.
   Article 15 The general meeting of shareholders of a listed company shall set up a venue and be held in the form of an on-site meeting. The time and location of the on-site meeting should be convenient for shareholders to attend. A listed company shall ensure that the shareholders' general meeting is legal and effective and provide convenience for shareholders to attend the meeting. The general meeting of shareholders should allow reasonable time for discussion of each proposal.
   Selected-level listed companies shall provide online voting methods for shareholders' meetings. For innovative-level or basic-level listed companies with more than 200 shareholders, the general meeting of shareholders shall provide an online voting method when considering the separate vote counting items specified in Article 26.
   Article 16 The general meeting of shareholders shall be presided over by the chairman of the board. When the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall preside; when the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall jointly elect a director to preside.
   The general meeting of shareholders convened by the board of supervisors is presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the vice chairman of the board of supervisors shall preside; when the vice chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors jointly elect a supervisor to preside.
   The shareholders' meeting convened by shareholders in accordance with the law shall be chaired by the representative elected by the convener.
  Article 17 Shareholders shall exercise their voting rights in the amount of their voting shares, and each share they hold shall have one voting right, unless otherwise provided by laws and regulations.
  The shares of the company held by the listed company have no voting rights, and this part of the shares shall not be counted in the total number of shares with voting rights attending the general meeting.
   The controlling subsidiary of a listed company shall not acquire the shares of the listed company. If it is true that shares are held for special reasons, the situation shall be eliminated according to law within one year. Before the aforesaid situation is eliminated, the relevant subsidiary shall not exercise the voting rights corresponding to the shares held, and this part of the shares shall not be included in the total number of voting shares attending the general meeting.
  Article 18 Shareholders who have an association relationship with the matters to be considered by the shareholders' general meeting shall abstain from voting, and their voting shares shall not be included in the total number of voting shares attending the shareholders' general meeting. Unless otherwise provided by laws and regulations, departmental rules, and business rules, and all shareholders are related parties.
   Article 19 Technological innovation companies may issue shares with special voting rights in accordance with laws and regulations, departmental rules, and business rules. Arrangements for special voting shares shall be approved by more than two-thirds of the voting rights held by shareholders attending the general meeting. Shareholders who intend to hold special voting shares and their related parties shall abstain from voting.
   Article 20 The shareholders holding special voting shares shall be company directors, and the shares held in the company shall account for more than 10% of the company’s voting shares. The number of voting rights for each special voting share shall be the same and shall not exceed 10 times the number of voting rights for each ordinary share.
   The establishment, existence, adjustment, information disclosure, investor protection and other matters of the difference in voting rights of companies with special voting rights shall be separately stipulated by the National Equities Exchange.
   Article 21 Special voting rights are only applicable to the specific resolutions of the shareholders' general meeting stipulated in the company's articles of association. Except for the foregoing matters, shareholders holding special voting shares have exactly the same rights as shareholders holding ordinary shares.
   Article 22 Shareholders may vote in person or entrust others to vote according to law. Where shareholders entrust others to vote in accordance with the law, the listed company shall not refuse.
   Article 23 The board of directors, independent directors, and shareholders of a listed company may solicit their voting rights at the general meeting of shareholders from the company’s shareholders. The solicitation of voting rights shall fully disclose the specific voting intention and other information to the solicited persons, and shall not be paid or paid in disguised form.
   A listed company may stipulate a system for collecting voting rights in the company's articles of association, but shall not impair the legal rights of shareholders by setting improper obstacles to collecting voting rights.
   Article 24 When the general meeting of shareholders elects directors and supervisors, it shall fully reflect the opinions of small and medium shareholders. Encourage the general meeting of shareholders of listed companies to implement a cumulative voting system in the election of directors and supervisors. A listed company that adopts the cumulative voting system shall stipulate specific implementation measures in the company's articles of association.
   If a single shareholder of a select-level listed company and its concerted parties have more than 30% of the shares, the general meeting of shareholders shall implement a cumulative voting system in the election of directors and supervisors.
   Article 25 Except for the cumulative voting system, the general meeting of shareholders shall vote on all proposals one by one. Where there are different proposals for the same matter, the voting shall be conducted in accordance with the chronological order of the proposals, and shareholders shall not vote for different proposals on the same matter at the same time.
   Except for the suspension of the general meeting of shareholders or the inability to make resolutions due to special reasons such as force majeure, the general meeting of shareholders shall not shelve or refuse to vote on the proposal.
  Article 26 When the shareholders' general meeting of selected-level listed companies and innovative and basic-level listed companies with more than 200 shareholders considers the following major issues that affect the interests of small and medium shareholders, the voting status of small and medium shareholders shall be separately counted and disclosed:
   (1) Appointment and removal of directors;
   (2) Formulate or modify profit distribution policies, or carry out profit distribution;
   (3) Related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of the consolidated financial statements), external financial assistance, changes in the use of raised funds, etc.;
   (4) Major asset restructuring and equity incentives;
  (5) Public issuance of stocks, application of stocks for trading in other securities trading venues;
  (6) Laws and regulations, departmental rules, business rules and other matters stipulated in the company's articles of association.
   Article 27 The minutes of the general meeting of shareholders shall be held by the person in charge of information disclosure. The directors, persons in charge of information disclosure affairs, the convener or their representatives, and the chairperson of the meeting shall sign the meeting minutes and ensure that the meeting minutes are true, accurate and complete. The minutes of the meeting shall be kept together with the signature book of the shareholders present on site, the power of attorney for proxy attendance, the Internet and other effective voting materials.
  Article 28 The company’s articles of association shall specify that the necessary expenses incurred by the board of supervisors or by the shareholders to convene the shareholders’ meeting shall be borne by the listed company.
   Article 29 When a select-level listed company convenes a general meeting of shareholders, it shall hire a lawyer to issue a legal opinion on the convening of the general meeting, the convening procedures, the qualifications of the attendees, the qualifications of the convener, the voting procedures and the results of the meeting.
  Innovation layer, basic layer listed company holds annual shareholders meeting and shareholders meeting provide online voting methods, it shall hire a lawyer to issue legal opinions in accordance with the provisions of the preceding paragraph.

  Section 2 Board of Directors, Manager

  Article 30 A listed company shall specify the responsibilities of the board of directors in the company's articles of association, as well as procedures for the board of directors to convene, convene, and vote, and standardize the operating mechanism of the board of directors.
   A listed company shall formulate rules of procedure of the board of directors, report to the general meeting of shareholders for approval, and include them in the articles of association or as an annex to the articles of association.
   Article 31 The number and composition of the board of directors shall comply with the requirements of laws and regulations, departmental rules, business rules and the company's articles of association. The members of the board of directors shall possess the knowledge, skills and qualities necessary to perform their duties.
   Encourage listed companies to establish an independent director system. Selected listed companies shall have two or more independent directors, one of whom shall be an accounting professional. The management and qualifications of independent directors shall be separately prescribed by the National Equities Exchange and Quotations.
   The board of directors may set up audit, strategy, nomination, remuneration and assessment and other related special committees as needed. The special committee is accountable to the board of directors and performs its duties in accordance with the articles of association and the authorization of the board of directors. The composition and duties of the special committee shall be stipulated in the company's articles of association.
   Article 32 The board of directors shall be responsible to the general meeting of shareholders and implement the resolutions of the general meeting of shareholders. The board of directors shall perform its duties in accordance with the law to ensure that the listed company abides by laws and regulations, departmental rules, business rules and the company's articles of association, treats all shareholders fairly, and pays attention to the legitimate rights and interests of other stakeholders.
  A listed company shall ensure that the board of directors shall exercise its powers in accordance with laws and regulations, departmental rules, business rules and the company's articles of association, and provide necessary conditions for the directors to perform their duties normally.
   Article 33 If the board of directors authorizes the chairman of the board to exercise part of the board's powers during the inter-sessional period of the board of directors, the listed company shall clearly stipulate the principles and specific content of the authorization in the company's articles of association.
  Major matters of a listed company shall be collectively decided by the board of directors, and the board of directors shall not delegate statutory powers to individual directors or others to exercise.
  Article 34 A listed company shall convene a board of directors in strict accordance with laws and regulations, departmental rules, business rules and the company's articles of association, and standardize the methods of board meetings and decision-making procedures.
   The board of directors convenes at least two meetings a year, and each meeting shall be notified to all directors and supervisors 10 days before the meeting; when the board of directors convenes an extraordinary meeting, a meeting notice shall be issued in accordance with the company's articles of association. The topics of the board meeting shall be formulated in advance and sufficient decision-making materials shall be provided.
   Article 35. If the directors are related to the resolutions of the board of directors, they shall withdraw from voting.

Exercising the right to vote, nor acting for other directors to exercise the right to vote. The board meeting can be held when more than half of the unrelated directors are present, and the resolutions of the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than three, the matter shall be submitted to the shareholders' meeting of the listed company for deliberation.
Article 36 Selected and innovative listed companies shall appoint the secretary of the board of directors as the person in charge of information disclosure. The secretary of the board shall obtain the qualification certificate of the secretary of the board of directors of the National Equities Exchange and Quotations System. Investor relationship management, shareholder information management, etc. If the basic-level listed company does not have a secretary of the board of directors, it shall designate a senior manager as the person in charge of information disclosure to be responsible for the above-mentioned matters, and the National Equities Exchanged Corporation shall manage it in accordance with the relevant provisions of the board secretary. The person in charge of information disclosure affairs shall attend the company's board of directors and shareholders' meeting as nonvoting delegates.
   During the vacancy of the person in charge of the information disclosure affairs, the listed company shall designate a director or senior manager to act as the person in charge of the information disclosure affairs, and determine the person in charge of the information disclosure affairs within three months. Before the company appoints an agent, the chairman of the board shall act as the person in charge of information disclosure.
   Article 37 The minutes of the board meeting shall be true, accurate and complete. The directors, persons in charge of information disclosure affairs, and recorders attending the meeting shall sign the minutes of the meeting. The minutes of board meetings shall be properly kept.
   Article 38 A listed company shall have a manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors, presides over the company's production and operation, organizes the implementation of board resolutions, and performs duties in accordance with laws and regulations, departmental rules, business rules and the company's articles of association.

  Section 3 The Board of Supervisors

   Article 39 A listed company shall specify in the company's articles of association the duties of the board of supervisors, as well as procedures for convening, convening, and voting of the board of supervisors, and standardize the operating mechanism of the board of supervisors.
   A listed company shall formulate rules of procedure for the board of supervisors, report to the general meeting of shareholders for approval, and include them in the articles of association or as an annex to the articles of association.
   Article 40 The personnel and structure of the board of supervisors shall ensure that the board of supervisors can perform its duties independently and effectively. Supervisors shall have corresponding professional knowledge or work experience, and have effective performance capabilities.
   Article 41 The board of supervisors shall understand the company’s operations, inspect the company’s finances, supervise the legal compliance of the directors and senior management personnel in performing their duties, exercise other functions and powers stipulated in the company’s articles of association, and safeguard the legitimate rights and interests of the listed company and shareholders. The board of supervisors may independently hire intermediary agencies to provide professional opinions.
Article 42: If the board of supervisors discovers that directors or senior managers violate laws, regulations, departmental rules, business rules or the company’s articles of association, they shall perform their supervisory duties, report to the board of directors or report to the general meeting of shareholders, or directly report to the leading securities firm or the national share transfer Company report.
   Article 43 A listed company shall convene a board of supervisors in strict accordance with laws and regulations, departmental rules, business rules and the company's articles of association, and regulate the discussion methods and decision-making procedures of the board of supervisors.
   The board of supervisors convenes at least one meeting every six months. Extraordinary meetings can be convened on the proposal of the supervisors. The board of supervisors shall issue a meeting notice in accordance with the company's articles of association. The agenda of the meeting of the board of supervisors shall be formulated in advance and corresponding decision-making materials shall be provided.
   Article 44 The Board of Supervisors may request directors, senior managers, internal and external auditors, etc., to attend meetings of the Board of Supervisors as non-voting delegates to answer questions of concern.
   Article 45 The minutes of the board of supervisors shall be true, accurate and complete. The supervisors and recorders attending the meeting shall sign the minutes of the meeting. The minutes of the meetings of the board of supervisors shall be properly kept.

   Chapter III Directors, Supervisors and Senior Management

  Section 1 Job Management

   Article 46 A listed company shall specify the nomination and selection procedures for directors, supervisors and senior management personnel in the company's articles of association, and regulate the selection and recruitment of directors, supervisors and senior management personnel. Employee supervisors are elected in accordance with laws and regulations, departmental rules, business rules and company articles of association.
   Directors and senior managers of listed companies shall not concurrently serve as supervisors.
   Article 47 The qualifications of candidates for directors, supervisors, and senior management personnel shall comply with laws and regulations, departmental rules, business rules, and articles of association of the company.
   A listed company shall specify in the company's articles of association that it shall not serve as a director, supervisor or senior manager of the listed company under any of the following circumstances:
   (1) Circumstances in which the "Company Law" stipulates that it is not allowed to serve as directors, supervisors and senior managers;
   (2) The China Securities Regulatory Commission has adopted measures to prohibit access to the securities market or is determined to be an inappropriate candidate, and the time limit has not expired;
  (3) The national equity transfer company or the stock exchange has taken disciplinary sanctions that determine that it is not suitable to serve as the company's directors, supervisors, or senior managers, and the time limit has not expired;
   (4) Other circumstances stipulated by the China Securities Regulatory Commission and the National Equities Exchanged Corporation.
   As a senior manager, the person in charge of finance shall, in addition to complying with the provisions of the preceding paragraph, also have the qualifications of an accountant or higher professional and technical position, or have a background in accounting expertise and have been engaged in accounting for more than three years.
   Article 48 The total number of directors concurrently serving as senior management personnel and directors held by employee representatives on the board of directors of select-level listed companies shall not exceed one-half of the total number of directors of the company.
   The spouse and immediate family members of the directors and senior management of the listed company shall not serve as the company's supervisor during the tenure of the company's directors and senior management.
  Article 49 Where candidates for directors, supervisors and senior management personnel have one of the following circumstances, the listed company shall disclose the specific circumstances of the candidate, the reason for hiring the candidate, and whether it will affect the company's standard operation, and remind the relevant risks:
   (1) Have been punished by the China Securities Regulatory Commission and its dispatched agency within the last three years;
   (2) It has been publicly condemned by the National Equities Exchange and Quotations or the Stock Exchange or has been criticized by notifications more than three times in the past three years;
  (3) The case was filed for investigation by the judicial organs for suspected crimes or the China Securities Regulatory Commission for suspected violations of laws and regulations. There is no clear conclusion yet.
   The deadline shall be the date when the company’s board of directors, general meeting of shareholders and other competent bodies consider the appointment proposal of candidates for directors, supervisors and senior management during the aforementioned period.
  Article 50 After being nominated, candidates for directors, supervisors, and senior executives shall self-check whether they meet the qualifications for their positions and provide the company with written explanations and relevant qualification certificates (if applicable) in a timely manner.
   The board of directors and the board of supervisors shall check the qualifications of the candidates, and if they find that the candidate does not meet the qualifications, they shall require the nominator to revoke the nomination of the candidate, and the nominator shall revoke.
   Article 51 Directors, supervisors and senior management personnel who resign shall submit written resignation reports, and shall not evade their duties by resignation or other means. Except for the following circumstances, the resignation of directors, supervisors and senior management personnel shall take effect when the resignation report is delivered to the board of directors or board of supervisors:
   (1) The resignation of directors and supervisors causes the number of members of the board of directors and the board of supervisors to fall below the statutory minimum;
   (2) The resignation of the employee representative supervisor causes the number of employee representative supervisors to be less than one-third of the members of the board of supervisors;
   (3) The secretary of the board of directors resigned without completing the transfer of work and the relevant announcement was not disclosed.
   Under the above circumstances, the resignation report shall not take effect until the next director or supervisor fills the vacancy arising from his resignation, or the board secretary completes the transfer of work and the relevant announcement is disclosed. Before the resignation report becomes effective, the director, supervisor or secretary of the board of directors who intends to resign shall continue to perform their duties. In the event of the foregoing, the company shall complete the by-election of directors and supervisors within 2 months.
   Article 52 The current directors, supervisors and senior management personnel of a listed company shall promptly report to the company in a timely manner and resign within 1 month from the date of the occurrence of the circumstances specified in the second paragraph of Article 47 of these rules.
   Article 53 A listed company shall report to the National Equities Exchange and Quotations Company the appointments, professional experience and holdings of the company’s stocks to the National Equities Exchange and Quotations.
   If the directors, supervisors and senior management personnel of a listed company change, the company shall report the latest information to the National Equities Exchange and Quotations within 2 trading days from the date when the relevant resolution is passed.
   Article 54 Directors, supervisors and senior management personnel shall abide by the "Declaration and Commitment Letter of Directors (Supervisors and Senior Management)" signed when the company is listed.
   Newly appointed directors and supervisors shall sign the aforesaid letter of commitment and report to them within 2 trading days after the board of directors approves their appointment within 2 trading days after the shareholders' meeting or the employee representative assembly approves their appointment.

  Section 2 Code of Conduct

   Article 55 Directors, supervisors, and senior management personnel shall abide by laws and regulations, departmental rules, business rules and the company's articles of association, have obligations of loyalty and diligence to the company, strictly perform their public commitments, and shall not harm the interests of the company.
   Article 56 Directors shall fully consider the legality and compliance of the matters under consideration, the impact on the company and the existing risks, prudently perform their duties and express clear personal opinions on the matters under consideration. If there are doubts about the matters under consideration, they shall actively investigate or request the board of directors to provide further information required for decision-making.
   Directors shall pay full attention to the proposal procedures, decision-making authority, voting procedures and other related matters of the board of directors.
   Article 57 A director shall attend the board meeting in person. If he is unable to attend the meeting for some reason, he may entrust another director to attend on his behalf in writing. Where voting matters are involved, the client shall clearly express in the power of attorney opinions of agreement, opposition or abstention on each matter. Directors shall not make or accept delegations without voting intention, full powers, or delegations with unclear scope of delegation. Directors’ responsibility for voting matters shall not be exempted by entrusting other directors to attend.
   A director shall not accept the entrustment of more than two directors to attend the meeting on his behalf at a board meeting.
Article 58 When reviewing the periodic report, the directors of a listed company shall carefully read the full text of the periodic report, and focus on whether the content of the periodic report is true, accurate, and complete, whether there are major compilation errors or omissions, and whether major accounting data and financial indicators occur significantly. Whether the explanation of the fluctuations and the reasons for the fluctuations is reasonable, whether there are any abnormalities, whether the financial status and operating results of the company during the reporting period have been comprehensively analyzed, and major events and uncertain factors that may affect the company's future financial status and operating results have been fully disclosed.
  The directors shall sign a written confirmation opinion on whether the periodic report is true, accurate and complete according to law, and shall not entrust others to sign, and shall not refuse to sign for any reason. If the directors cannot guarantee the authenticity, accuracy, and completeness of the content of the periodic report or have objections, they shall explain the specific reasons and make an announcement.
   Article 59 The chairman of the board shall actively promote the company to formulate, improve and implement various internal systems.
   The chairman of the board must not engage in behavior beyond the scope of his authority. When the chairman of the board of directors exercises power within the scope of his powers (including authorization), he shall make prudent decisions when encountering matters that may have a significant impact on the company's operations, and shall submit to the board of directors for collective decision-making when necessary. The chairman of the board of directors shall promptly inform all directors of the implementation of the authorized matters.
   The chairman of the board shall guarantee the right to know of the person in charge of information disclosure, and shall not obstruct the exercise of his powers in accordance with the law in any form. The chairman of the board of directors shall immediately urge the person in charge of information disclosure to perform the obligation of information disclosure in a timely manner after receiving a report of a major event that may have a greater impact on the trading prices of the company's stocks and other securities, and the investment decisions of investors.
   Article 60 The director of a select-tier listed company shall make a written explanation and disclose it to the public if one of the following situations occurs:
   (1) Failure to attend board meetings in person for two consecutive times;
   (2) Failure to attend board meetings in person for twelve consecutive months during the term of office exceeds one-half of the total number of board meetings during the period.
   Article 61 Supervisors may attend meetings of the board of directors as non-voting delegates, and raise questions or suggestions on matters resolved by the board of directors.
   Supervisors have the right to understand the company’s operations. The listed company shall take measures to protect the supervisor's right to know and provide necessary assistance for the supervisor to perform his duties normally, and no one shall interfere or obstruct it. The relevant expenses required by the supervisors to perform their duties shall be borne by the company.
   Article 62 Supervisors shall supervise the compliance of the company's directors and senior management personnel with laws and regulations, departmental rules, business rules, and the company's articles of association, as well as the performance of company duties.
   In the process of performing supervisory duties, supervisors may propose the removal of directors and senior managers who violate laws and regulations, the company's articles of association, or the resolutions of the general meeting of shareholders.
Supervisors who discover that directors, senior managers, and the company have violated laws and regulations, departmental rules, business rules, articles of association, or resolutions of the shareholders meeting, which have caused or may cause major losses to the company, shall promptly report to the board of directors and the board of supervisors, and submit to the board of directors and Senior management to correct it.
   Article 63 Senior management personnel shall strictly implement the resolutions of the board of directors, the resolutions of the general meeting of shareholders, etc., and shall not alter, refuse or passively implement relevant resolutions without authorization.
   Article 64 The person in charge of finance shall actively supervise the company to formulate, improve and implement the financial management system, focusing on the standardization of fund transactions.
   Article 65 The secretary of the board of directors is the company's senior management personnel, and shall actively supervise the company to formulate, improve and implement the information disclosure management system, and do a good job in related information disclosure.
   Article 66 Directors, supervisors, and senior management personnel who violate laws, regulations and articles of association in performing their duties and cause losses to the listed company shall be liable for compensation according to law.

   Chapter 4 Shareholders, controlling shareholders and actual controllers

   Article 67 Shareholders shall enjoy rights and assume obligations in accordance with laws and regulations and the articles of association of the company.
   The articles of association of the listed company, the resolutions of the general meeting of shareholders or the resolutions of the board of directors shall not deprive or restrict the legal rights of shareholders.
  Article 68 A listed company shall establish a smooth and effective communication channel with shareholders to protect shareholders' right to know, participate in decision-making and supervision, etc. of major company matters.
   If a listed company applies for termination of its stock listing, it shall fully consider the legitimate rights and interests of shareholders and make reasonable arrangements for dissenting shareholders.
   Article 69 A listed company shall formulate a profit distribution system, and may make specific provisions on the specific conditions and proportions of cash dividends, the principle of the use of undistributed profits, etc., to protect the shareholders' right to dividends.
   Selected-tier listed companies shall specify in the company's articles of association the priority of a certain percentage of cash dividends relative to stock dividends in the profit distribution method based on actual conditions.
   Article 70 The controlling shareholder and actual controller of a listed company shall take effective measures to ensure the company's asset independence, personnel independence, financial independence, institutional independence and business independence, and shall not affect the independence of the company in any way.
   Article 71 Controlling shareholders and actual controllers have fiduciary duties to the listed company and other shareholders, and shall exercise shareholder rights and perform shareholder obligations in accordance with the law. Controlling shareholders and actual controllers shall not use their control rights to damage the legitimate rights and interests of the listed company and other shareholders, or use their control positions to seek illegal benefits.
  The controlling shareholder and actual controller shall not violate laws and regulations, departmental rules, 

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