Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Working system of the Secretary of the board of directors
February, 2002
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to clarify the duties and procedures of the Secretary of the board of directors of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as the “company”) and promote the Secretary of the board of directors to better perform his duties, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Relevant laws and regulations of the State Council on improving the quality of listed companies, the notice of the Shanghai Securities Regulatory Commission on the management of listed companies This system is formulated in normative documents and articles of association of Fujian Fujian Aonong Biological Technology Group Incorporation Limited(603363) Technology Group Co., Ltd. (hereinafter referred to as “articles of association”).
Article 2 the company has a secretary of the board of directors, who is the senior management of the company and is responsible to the company and the board of directors.
Article 3 the Secretary of the board of directors is the designated contact between the company and Shanghai Stock Exchange and is responsible for managing the information disclosure Department of the company.
Article 4 the board of directors shall set up an office under the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors also serves as the head of the office of the board of directors and keeps the seals of the board of directors and the office of the board of directors.
Article 5 the Secretary of the board of directors shall be a director, general manager, deputy general manager, assistant general manager or chief financial officer of the company. If it is necessary for other personnel to serve as the Secretary of the board of directors of the company due to special circumstances, it shall be approved by the stock exchange.
Chapter II qualifications
Article 6 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and the Secretary of the board of directors shall obtain the qualification certificate of the Secretary of the board of directors issued by the stock exchange.
Article 7 the Secretary of the board of directors shall meet the following conditions:
(I) have good professional ethics and personal qualities;
(II) have the professional knowledge of finance, management and law necessary for performing their duties;
(III) have the necessary working experience for performing duties;
(IV) obtain the qualification certificate of secretary of the board of directors recognized by Shanghai Stock Exchange.
Article 8 a person under any of the following circumstances shall not serve as the Secretary of the board of directors:
（1） A natural person who has one of the circumstances stipulated in Article 146 of the company law and the articles of association that he shall not serve as a director of the company;
（2） In the past three years, he has been subject to administrative punishment by the CSRC or public condemnation by the stock exchange or criticism in more than three circulars;
（3） Has been publicly recognized by the stock exchange as unfit to serve as the Secretary of the board of directors of a listed company;
（4） Current supervisor of the company;
（5） Other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Chapter III main responsibilities
Article 9 the Secretary of the board of directors shall abide by the articles of association, bear the legal responsibilities corresponding to the senior managers of the company, bear the obligations of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
Article 10 the Secretary of the board of directors is responsible to the company and the board of directors and performs the following duties:
（1） Be responsible for the company’s information disclosure, coordinate the company’s information disclosure, organize the formulation of the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure;
（2） Be responsible for the management of investor relations and shareholder information of the company; Coordinate the information communication between the company and securities regulatory authorities, investors, actual controllers, intermediaries, media, etc;
（3） Prepare and organize the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of the general meeting of shareholders, the board of directors, the board of supervisors and relevant meetings of senior managers, and take charge of the minutes of the meetings of the board of directors and sign them;
（4） Be responsible for the confidentiality of the company’s information disclosure, and immediately report and disclose to the stock exchange in case of undisclosed major information disclosure;
（5） Pay attention to media reports and take the initiative to verify the authenticity of the reports, and urge the company and other relevant subjects to respond to the inquiries of the stock exchange in time;
（6） Organize the company’s directors, supervisors and senior managers to conduct training on relevant laws and regulations and relevant provisions of the stock exchange, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
（7） Prompt the directors, supervisors and senior managers of the company to perform the obligations of loyalty and diligence; Urge directors, supervisors and senior managers to abide by laws and regulations, relevant provisions of the stock exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the company, directors, supervisors and senior managers have made or may make resolutions in violation of relevant provisions, they shall remind them and report to the stock exchange immediately and truthfully;
（8） Be responsible for the equity management of the company, keep the information of the company’s directors, supervisors, senior managers, controlling shareholders and their directors, supervisors and senior managers holding the shares of the company, and disclose the shareholding changes of the company’s directors, supervisors and senior managers; （9） Assist the board of directors to strengthen the construction of corporate governance mechanism, establish and improve the company’s internal control system, actively promote the company to avoid horizontal competition, reduce and standardize related party transactions, and actively promote the company to establish and improve incentive and restraint mechanism and assume social responsibility;
（10） The board of directors shall assist in the formulation of the company’s capital market strategy or the implementation of the company’s capital market reorganization;
（11） Other duties required by the company law, the CSRC and the stock exchange.
Article 11 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, chief financial officer and other senior managers and relevant staff of the company shall support and cooperate with the Secretary of the board of directors in the work of information disclosure.
In order to perform his duties, the Secretary of the board of directors has the right to know the financial and operating conditions of the company, participate in relevant meetings related to information disclosure, consult all documents related to information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in time.
The Secretary of the board of directors may directly report to the stock exchange if he is unduly hindered or seriously obstructed in the performance of his duties.
Chapter IV appointment and removal procedures
Article 12 the Secretary of the board of directors shall be nominated by the chairman of the company. The company shall submit the following materials to the stock exchange five trading days before the meeting of the board of directors at which the Secretary of the board of directors is appointed:
（1） The letter of recommendation of the board of directors, including the description, position, work performance and personal morality of the recommended person who meets the qualifications of the stock listing rules of the stock exchange;
（2） Resume and academic certificate of the recommended person (copy);
（3） The qualification certificate of secretary of the board of directors obtained by the recommended person (copy);
（4） Other documents required by the stock exchange.
If the stock exchange does not raise any objection to the qualification of the candidate for the Secretary of the board of directors within 5 trading days from the date of receiving the relevant materials, the company may convene a meeting of the board of directors to appoint the Secretary of the board of directors in accordance with legal procedures.
When appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring the Secretary of the board of directors to promise to continue to perform the obligation of confidentiality during his term of office and after leaving office until the relevant information is disclosed, except for the information involving the company’s violations.
Article 13 the company shall make a timely announcement after the board of directors appoints the Secretary of the board of directors and the securities affairs representative, and submit the following documents to the stock exchange:
（1） Letter of appointment of secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors; （2） The communication methods of the Secretary of the board of directors and securities affairs representative, including office telephone, residential telephone, mobile phone, fax, communication address and special e-mail address; （3） The communication mode of the legal representative of the company, including office phone, mobile phone, fax, communication address and special e-mail address, etc.
In case of any change in the above materials related to the means of communication, the company shall timely submit the changed materials to the stock exchange.
Article 14 If the Secretary of the board of directors is under any of the following circumstances or the stock exchange proposes to terminate his appointment, the board of directors of the company shall dismiss him and terminate his appointment within 1 month from the date of relevant facts:
（1） One of the circumstances specified in Article 8 of this system occurs;
（2） Unable to perform duties for more than 3 consecutive months;
（3） Major mistakes or omissions occur in the performance of duties, causing heavy losses to the company and investors;
（4） Violating laws and regulations, relevant provisions of the stock exchange and the articles of association, causing heavy losses to the company and investors;
（5） Other circumstances under which the stock exchange deems it inappropriate to continue to serve as the Secretary of the board of directors.
Article 15 The term of office of the Secretary of the board of directors is 3 years and can be re elected. During the term of office of the Secretary of the board of directors
The board of directors shall have sufficient reasons for dismissing the Secretary of the board of directors. When dismissing the Secretary of the board of directors or resigning, the board of directors of the company shall report to the stock exchange, explain the reasons and make an announcement.
After the Secretary of the board of directors is dismissed or resigns, he shall still bear the responsibility of the Secretary of the board of directors before he fails to fulfill the obligations of reporting and announcement, or fails to complete the leaving review, file transfer and other procedures. The Secretary of the board of directors has the right to submit a personal statement report to the stock exchange on the improper dismissal by the company or the situation related to resignation.
Article 16 before leaving office, the Secretary of the board of directors shall accept the departure review of the board of directors and the board of supervisors, and hand over relevant archives and documents and matters under or to be handled under the supervision of the board of supervisors.
Article 17 while appointing the Secretary of the board of directors, the board of directors of the company shall also appoint securities affairs representatives to assist the Secretary of the board of directors in performing his duties. When the Secretary of the board of directors is unable to perform his duties or authorized by the Secretary of the board of directors, the securities affairs representative shall perform his duties. During this period, the Secretary of the board of directors shall not be exempted from the responsibility of the company’s information disclosure firm. The securities affairs representative shall participate in the qualification training of the Secretary of the board of directors organized by the stock exchange and obtain the qualification certificate of the Secretary of the board of directors.
Article 18 If the Secretary of the board of directors of the company is vacant, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, report to the stock exchange for filing, and determine the candidate of the Secretary of the board of directors as soon as possible. Before the company appoints a person to act as the Secretary of the board of directors, the chairman of the company shall act as the Secretary of the board of directors.
The company shall appoint a new secretary of the board of directors within 3 months after the former Secretary of the board of directors leaves office. If the Secretary of the board of directors is vacant for more than 3 months, the chairman 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 6 months.
Article 19 the company shall ensure that the Secretary of the board of directors participates in the follow-up training of the Secretary of the board of directors organized by the stock exchange as required during his term of office.
Chapter V supplementary provisions
Article 20 matters not covered in this system shall be implemented in accordance with relevant laws, regulations, normative documents, the articles of association and other relevant provisions; If this system is inconsistent with the laws, regulations, normative documents issued in the future or the articles of association modified by legal procedures
