Inner Mongolia Dazhong Mining Co.Ltd(001203) detailed rules for the Secretary of the board of directors
Inner Mongolia Dazhong Mining Co.Ltd(001203)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 203 the company law of the people’s Republic of China (hereinafter referred to as “the company law of the people’s Republic of China, hereinafter referred to as” the company law “) and” the Secretary of the people’s Republic of China (hereinafter referred to as “the company law”) These detailed rules are formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other legal normative documents, industry regulations and the relevant provisions of Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of Association (hereinafter referred to as the “articles of Association”).
Chapter II qualification, appointment and removal of the Secretary of the board of directors
Article 2 the company shall set up a secretary of the board of directors. The Secretary of the board of directors is the senior management of the company and is responsible to the board of directors.
Article 3 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 4 the Secretary of the board of directors shall have the following necessary professional knowledge and experience:
（1） College degree or above, engaged in secretarial, management and equity affairs for more than three years; （2） Have certain knowledge of finance, taxation, law, finance, enterprise management, computer application and so on;
（3） Have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully.
Article 5 the following persons shall not serve as the Secretary of the board of directors of the company:
（1） Under any of the circumstances specified in Article 146 of the company law;
（2） Being prohibited from serving as a director, supervisor or senior manager of a listed company by the CSRC, and the term has not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company, and the term has not expired;
（4） Administrative penalty imposed by the CSRC in the last 36 months;
（5） In the past 36 months, it has been publicly condemned by the stock exchange or criticized in more than three circulars;
（6） The current supervisor of the company;
（7） Personnel who are not allowed to serve as the Secretary of the board of directors as stipulated by laws and regulations and the stock exchange.
Inner Mongolia Dazhong Mining Co.Ltd(001203) detailed rules for the Secretary of the board of directors
Article 6 the Secretary of the board of directors must pass the professional training and qualification examination of the stock exchange and obtain the qualification certificate. The company shall submit the relevant materials of the Secretary of the board of directors to the stock exchange where the company is listed five trading days before the meeting on the proposed appointment of the Secretary of the board of directors is held. If the exchange does not raise any objection within five trading days from the date of receiving the relevant materials, the board of directors may appoint the Secretary of the board of directors.
Article 7 directors and other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company.
Article 8 The term of office of the Secretary of the board of directors is three years and can be employed continuously.
Article 9 if the Secretary of the board of directors is under any of the following circumstances, the listed company shall dismiss the Secretary of the board of directors within one month from the date of occurrence:
（1） Under any of the circumstances specified in Article 5 of these rules, he is unable to serve as the Secretary of the board of directors;
（2） Unable to perform duties for more than three consecutive months;
（3） Major mistakes or omissions in the performance of duties, causing heavy losses to investors;
（4） Violation of national laws, administrative regulations, departmental rules, other provisions of the stock exchange and the articles of association, causing heavy losses to the company and investors.
Article 10 the company’s board of directors shall have sufficient reasons for dismissing the Secretary of the board of directors. When the Secretary of the board of directors is dismissed or resigns, the board of directors of the company shall 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. 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 the relevant archives, ongoing and other to-do matters under the supervision of the board of supervisors of the company.
Article 11 during the vacancy of the Secretary of the board of directors of the company, 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 where the company is listed for the record, 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 board of directors shall act as the Secretary of the board of directors. After the vacancy period of the Secretary of the board of directors exceeds three months, the chairman of the board of directors 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 III Duties of the Secretary of the board of directors
Article 12 the main responsibilities of the Secretary of the board of directors are:
（1） Be responsible for handling the company’s information disclosure affairs, urging the company to formulate and implement the information disclosure management system and the internal reporting system of major information, promoting the company and relevant parties to fulfill the obligation of information disclosure according to law, and handling the disclosure of regular reports and interim reports to the stock exchange according to regulations;
（2） Organize and coordinate the company’s investor relations management, participate in the investment briefing, and coordinate the information communication between the company and the securities regulatory authorities, shareholders, actual controllers, intermediaries, media, etc;
（3） Prepare the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, participate in the relevant meetings of the general meeting of shareholders, the board of directors, the board of supervisors and senior managers, and be responsible for 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 timely report to Shenzhen Jiaotong in case of undisclosed major information disclosure
Inner Mongolia Dazhong Mining Co.Ltd(001203) detailed rules for the Secretary of the board of directors
Reported and announced;
（5） Pay attention to the rumors about the company, take the initiative to verify the truth, and urge the board of directors and other relevant subjects to reply to the inquiries of Shenzhen Stock Exchange in time;
（6） Organize directors, supervisors and senior managers to receive training required by relevant laws and regulations and other regulations of Shenzhen Stock Exchange, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
（7） Urge directors, supervisors and senior managers to abide by laws and regulations, other provisions of Shenzhen 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 Shenzhen stock exchange immediately and truthfully;
（8） Be responsible for the management of changes in the company’s shares and their derivatives;
（9） The company law, the articles of association, other duties authorized by the board of directors and other duties required by the Shenzhen Stock Exchange.
Article 13 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 involving information disclosure, consult all documents involving 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.
Article 14 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 15 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of the company’s senior managers, be honest and diligent to the company, and shall not use his power to seek benefits for himself or others. Article 16 the company shall submit the means of communication of the Secretary of the board of directors, including office telephone, residential telephone, mobile telephone, fax, correspondence address and special e-mail address to the stock exchange for filing. The Secretary of the board of directors shall ensure to keep in touch with the stock exchange at any time.
Chapter IV working procedures of the Secretary of the board of directors
Article 17 the Secretary of the board of directors has the right to know about the company’s information disclosure. If disclosure is required in accordance with relevant laws, regulations and provisions, it shall be reported to the board of directors and then organized and coordinated by the Secretary of the board of directors.
Article 18 before making a major decision, the company shall consult the Secretary of the board of directors from the perspective of information disclosure.
Article 19 the company shall establish information disclosure management departments such as securities investment department, which shall be organized and carried out by the Secretary of the board of directors.
Chapter V supplementary provisions
Inner Mongolia Dazhong Mining Co.Ltd(001203) detailed rules for the Secretary of the board of directors
Article 20 in case of any inconsistency between these detailed rules and relevant laws and regulations, the articles of association and the stock listing rules of Shenzhen Stock Exchange, the relevant provisions shall prevail.
Article 21 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between the detailed rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the detailed rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 22 the detailed rules shall be interpreted by the board of directors.
Article 23 these Rules shall come into force after being approved by the board of directors.
Inner Mongolia Dazhong Mining Co.Ltd(001203) March 3, 2022
