Jiangsu Yunyi Electric Co.Ltd(300304)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to further regulate the behavior of the Secretary of the board of directors of Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as “the company”) and promote the Secretary of the board of directors to fully perform his duties according to law, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations These rules are formulated in accordance with the relevant provisions of normative documents and Jiangsu Yunyi Electric Co.Ltd(300304) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company has one 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 company and the board of directors.
The Secretary of the board of directors shall abide by laws, regulations and the articles of association, undertake the obligations required by laws, regulations and the articles of Association for senior managers, bear the obligations of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
The Secretary of the board of directors is the designated contact between the company and Shenzhen Stock Exchange.
Chapter II qualifications of the Secretary of the board of directors
Article 3 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, have good professional ethics and personal quality, and obtain the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. A person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(I) one of the circumstances specified in Article 147 of the company law;
(II) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(IV) administrative penalty imposed by the CSRC in the last three years;
(V) being publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(VI) the current supervisor of the company;
(VII) other circumstances that Shenzhen Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
If the proposed Secretary of the board of directors is placed on file for investigation by the judicial organ due to suspected crime or by the CSRC due to suspected violation of laws and regulations, and there is no clear conclusion, the listed company shall timely disclose the reasons for the proposed appointment of the person and whether there are circumstances affecting the standardized operation of the listed company, and prompt the relevant risks.
Article 4 the Secretary of the board of directors shall be a director, manager, deputy manager or chief financial officer of the company.
Chapter III Duties of the Secretary of the board of directors
Article 5 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for the company’s information disclosure, coordinate the company’s information disclosure, organize the formulation of information disclosure management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure;
(II) be responsible for the management of investor relations and shareholder information of the company, and coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions and media;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, and be responsible for the minutes of the meeting of the board of directors and signing;
(IV) be responsible for the confidentiality of the company’s information disclosure, and timely report and announce to Shenzhen Stock Exchange in case of leakage of undisclosed major information;
(V) pay attention to public media reports and take the initiative to verify the truth, and urge the board of directors to respond to all inquiries of Shenzhen Stock Exchange in time;
(VI) organize the training of directors, supervisors and senior managers on securities laws and regulations, these rules and relevant provisions, and assist the above-mentioned personnel to understand their rights and obligations in information disclosure;
(VII) urge directors, supervisors and senior managers to abide by laws, regulations, listing rules, relevant provisions of Shenzhen Stock Exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the company has made or may make a resolution in violation of relevant provisions, timely remind and report to Shenzhen stock exchange immediately and truthfully; (VIII) other duties required by company law, securities law, CSRC and Shenzhen Stock Exchange.
Article 6 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 Shenzhen stock exchange if he is unduly hindered or seriously obstructed in the performance of his duties.
Chapter IV appointment and removal of the Secretary of the board of directors
Article 7 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 8 the company shall submit the following materials to Shenzhen Stock Exchange five trading days before the meeting of the board of directors at which the Secretary of the board of directors is appointed:
(I) the letter of recommendation of the board of directors, including the description that the recommended person (candidate) meets the qualifications of the Secretary of the board of directors specified in the listing rules, current position, work performance and personal morality;
(II) copies of the candidate’s resume and academic certificate;
(III) copies of the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange obtained by the candidate. If Shenzhen Stock Exchange does not raise any objection to the qualification of the candidate for secretary of the board of directors within five trading days from the date of receiving the above materials, the company may convene a meeting of the board of directors to appoint the Secretary of the board of directors.
Article 9 the company shall appoint a securities affairs representative 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, the securities affairs representative shall perform his duties and exercise corresponding rights on his behalf. 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 receive the qualification training of the Secretary of the board of directors of Shenzhen Stock Exchange and obtain the qualification certificate of the Secretary of the board of directors.
Article 10 after appointing the Secretary of the board of directors and securities affairs representative, the company shall make a timely announcement and submit the following materials to Shenzhen Stock Exchange:
(I) letter of appointment of secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors;
(II) the means of communication of the Secretary of the board of directors and securities affairs representative, including office telephone, residential telephone, mobile phone, fax, mailing address and special e-mail address;
(III) the chairman’s communication methods, including office telephone, mobile phone, fax, communication address and special e-mail address, etc.
In case of any change in the above materials related to communication methods, the company shall timely submit the changed materials to Shenzhen Stock Exchange.
Article 11 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 resigns, the company shall timely report to Shenzhen Stock 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 Shenzhen Stock Exchange on improper dismissal by the company or circumstances related to resignation.
Article 12 If the Secretary of the board of directors is under any of the following circumstances, the company shall dismiss him within one month from the date of relevant facts:
(I) any of the circumstances specified in Article 3 occurs;
(II) unable to perform duties for more than three consecutive months;
(III) major mistakes or omissions in the performance of duties, causing heavy losses to the company or shareholders; (IV) violating laws, regulations, rules, normative documents, listing rules, other relevant provisions of Shenzhen Stock Exchange and the articles of association, causing heavy losses to the company or shareholders.
Article 13 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 of laws and regulations.
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, ongoing matters and other matters to be handled under the supervision of the board of supervisors.
Article 14 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 Shenzhen 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 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 V supplementary provisions
Article 15 The term “above” as mentioned in these detailed rules includes this number, and the term “exceeding” does not include this number.
Article 16 matters not covered in these rules or contrary to relevant provisions shall be implemented in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions.
Article 17 the detailed rules shall be interpreted and revised by the board of directors of the company.
Article 18 the detailed rules shall come into force on the date of deliberation and approval by the board of directors of the company.
Jiangsu Yunyi Electric Co.Ltd(300304) March 2002
