Henan Liliang Diamond Co.Ltd(301071)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to regulate the behavior of the Secretary of the board of directors of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as the “company”), ensure the standardized operation of the company and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China and other relevant laws, regulations and rules The working system is formulated in accordance with the relevant provisions of normative documents and Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the Secretary of the board of directors shall abide by the relevant provisions of laws, regulations, rules, normative documents, the articles of association and the working system.
Article 3 the Secretary of the board of directors is the senior management of the company and is responsible to the company and the board of directors.
Chapter II qualifications and appointment and removal procedures of the Secretary of the board of directors
Article 4 the board of directors shall have a secretary of the board of directors, who shall be appointed or dismissed by the board of directors.
Article 5 the Secretary of the board of directors is the senior management of the company. He is responsible to the company and the board of directors and should perform his duties faithfully and diligently. The term of office of the Secretary of the board of directors is three years and may be renewed upon expiration of the term of office.
Article 6 directors or senior managers other than the chairman and general manager may concurrently serve as the Secretary of the board of directors, but they must ensure that they have enough energy and time to undertake the duties of the Secretary of the board of directors. A supervisor shall not concurrently serve as the Secretary of the board of directors of the company.
Article 7 Where a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the director and the Secretary of the board of directors of the company shall not do it in a dual capacity.
Article 8 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for the performance of his duties, have the work experience necessary for the performance of his duties, and have good professional ethics and personal morality. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) there is one of the circumstances under which senior managers are not allowed to be appointed according to the relevant provisions of the company law; The entry prohibition measures in the securities market have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(IV) the current supervisor of the company;
(V) other circumstances where relevant laws, regulations, normative documents and business rules of Shenzhen Stock Exchange determine that it is not suitable to serve as the Secretary of the board of directors.
In case of any of the following circumstances in the proposed appointment of the Secretary of the board of directors, the company shall timely disclose the reasons for the proposed appointment and whether there are circumstances affecting the standardized operation of the company, and prompt relevant risks:
(I) being subject to administrative punishment by the CSRC within the last 36 months;
(II) being publicly denounced by the stock exchange or being criticized in more than three circulars within the last 36 months; (III) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(IV) being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or being included in the list of dishonest Executees by the people’s court.
Article 9 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason. When the Secretary of the board of directors is dismissed or resigned, the company shall timely report to the exchange, explain the reasons and make an announcement. The Secretary of the board of directors has the right to submit a personal statement report to the exchange on the improper dismissal by the company or the situation related to resignation.
Article 10 the company shall dismiss the Secretary of the board of directors within one month from the date of occurrence of any of the following circumstances:
(I) one of the circumstances specified in Article 8 of the working system occurs;
(II) unable to perform duties for more than three consecutive months;
(III) major mistakes or omissions occur in the performance of duties, causing heavy losses to the company or shareholders;
(IV) violating laws, regulations, rules, normative documents and the articles of association, causing heavy losses to the company or shareholders.
Article 11 when appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring him 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 of laws and regulations.
Article 12 before being dismissed or resigned, the Secretary of the board of directors shall accept the departure review of the board of directors and the board of supervisors, and handle the handover procedures of relevant archives and specific work under the supervision of the board of supervisors. If the Secretary of the board of directors fails to complete the above-mentioned reporting and announcement obligations after his resignation, or fails to complete the above-mentioned departure review and work handover, he shall still assume the responsibilities of the Secretary of the board of directors. Before leaving office, the Secretary of the board of directors shall submit the report on the performance of the Secretary of the board of directors, accept the departure review of the board of directors and the board of supervisors, and hand over relevant archives and documents and matters being handled or to be handled under the supervision of the board of supervisors of the company.
Chapter III Duties of the Secretary of the board of directors
Article 13 the Secretary of the board of directors is responsible for the management of the company’s information disclosure, including:
(I) be responsible for the external release of the company’s information;
(II) formulate and improve the company’s information disclosure management system;
(III) urge relevant information disclosure obligors of the company to comply with relevant provisions on information disclosure, and assist relevant parties and relevant personnel to fulfill their obligations of information disclosure;
(IV) be responsible for the confidentiality of the company’s undisclosed major information;
(V) be responsible for the registration and filing of insiders of the company;
(VI) pay attention to media reports, actively seek confirmation from the company and relevant information disclosure obligors, and urge the board of directors to disclose or clarify in time.
Article 14 the Secretary of the board of directors shall assist the board of directors to strengthen the construction of corporate governance mechanism, including:
(I) organize, prepare and attend the meetings of the board of directors and its special committees, the board of supervisors and the general meeting of shareholders;
(II) establish and improve the company’s internal control system;
(III) actively promote the company to avoid horizontal competition and reduce and standardize related party transactions;
(IV) actively promote the company to establish and improve the incentive and restraint mechanism;
(V) be responsible for the training of the company’s standardized operation, and organize the company’s directors, supervisors, senior managers and other relevant personnel to receive the training specified in relevant laws, regulations and other normative documents;
(VI) actively promote the company to assume social responsibility.
Article 15 the Secretary of the board of directors is responsible for the equity management of the company, including:
(I) keep the shareholding information of the company’s shareholders;
(II) handle matters related to the company’s restricted shares;
(III) supervise and urge the directors, supervisors, senior managers and other relevant personnel of the company to abide by the relevant provisions on the purchase and sale of shares of the company;
(IV) be responsible for the management of the company’s investor relations, and improve the communication, reception and service mechanism of the company’s investors;
(V) other equity management matters of the company.
Article 16 the Secretary of the board of directors shall assist the board of directors in formulating the development strategy of the company’s capital market and assist in planning or implementing the refinancing or merger and reorganization of the company’s capital market.
Article 17 the Secretary of the board of directors shall remind the directors, supervisors and senior managers of the company to perform the obligations of loyalty and diligence.
If they know that the above-mentioned personnel have made or may make relevant decisions in violation of relevant laws, regulations, rules, normative documents or the articles of association, they shall give a warning and immediately report to the Shenzhen Stock Exchange.
Article 18 the Secretary of the board of directors shall perform other duties required by the company law and the CSRC.
Article 19 the company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, senior managers and relevant staff of the company shall support and cooperate with the Secretary of the board of directors in performing his duties. In order to perform his duties, the Secretary of the board of directors has the right to know the company’s financial and operating conditions, consult all documents within his scope of duties, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
Article 20 when the company holds the general manager’s office meeting and other meetings involving major matters of the company, it shall timely inform the Secretary of the board of directors to attend as nonvoting delegates and provide meeting materials.
Article 21 the disclosure of information that involves the breach of confidentiality obligations of the company shall not be related to the performance of the confidentiality obligations during the term of office of the Secretary of the company.
Article 22 the board of directors of the company shall employ 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 on his behalf. During this period, the Secretary of the board of directors shall not be exempted from his responsibilities.
Chapter IV supplementary provisions
Article 23 unless otherwise specified, the terms used in this work system have the same meanings as those in the articles of association.
Article 24 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of Association; In case of any conflict between this system and the laws, regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall prevail.
Article 25 the working system shall be interpreted by the board of directors of the company.
Article 26 the working system shall come into force and be implemented after being deliberated and approved by the board of directors of the company.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
