Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the company’s behavior and clarify the responsibilities and authorities of the Secretary of the board of directors, 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 (hereinafter referred to as the “Securities Law”), the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and This system is hereby formulated in accordance with the measures for the administration of the Secretary of the board of directors of listed companies of Shanghai Stock Exchange (revised in 2015) and other laws, regulations, normative documents, the rules of the stock exchange and the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has a secretary of the board of directors, who is a senior manager of the company. He shall faithfully and diligently perform his duties and be responsible to the company and the board of directors. The office of the Secretary of the board of directors of the company is the information disclosure Department of the company, which is managed by the Secretary of the board of directors.
Article 3 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of senior managers, have the obligation of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
Article 4 the Secretary of the board of directors is the designated contact between the company and the stock exchange.
Chapter II qualifications
Article 5 the Secretary of the board of directors shall meet the following qualifications:
(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 6 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 146 of the company law;
(II) having been subject to administrative punishment by the CSRC in the past three years;
(III) having been publicly condemned or criticized by the stock exchange for more than three times in the past three years;
(IV) having been publicly recognized by the stock exchange as unfit to serve as the Secretary of the board of directors of a listed company;
(V) the current supervisor of the company;
(VI) those who are currently prohibited from entering the market as determined by the CSRC and whose prohibition has not been lifted;
(VII) laws, regulations, normative documents, articles of association and other circumstances that the stock exchange deems inappropriate to serve as the Secretary of the board of directors.
Article 7 in principle, the Secretary of the board of directors shall be a full-time person.
Directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors. If 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 shall not do it in a dual capacity.
Article 8 Certified Public Accountants of accounting firms, lawyers of law firms, state civil servants and personnel of other intermediaries employed by the company shall not serve as the Secretary of the board of directors of the company.
Chapter III Duties of the Secretary of the board of directors
Article 9 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 10 the Secretary of the board of directors shall assist the board of directors in strengthening 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) actively promote the company to assume social responsibility.
Article 11 the Secretary of the board of directors of the company shall be responsible for the management of investor relations of the company and improve the communication, reception and service mechanism of investors of the company.
Article 12 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) other equity management matters of the company.
Article 13 the Secretary of the board of directors of the company 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 14 the Secretary of the board of directors, supervisors and other relevant personnel of the company shall be trained in the laws and regulations of the company, and be responsible for the normative operation of the company.
Article 15 the Secretary of the board of directors of the company 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 and regulations, other normative documents or the articles of association, they shall give a warning and immediately report to the stock exchange.
Article 16 the Secretary of the board of directors of the company shall perform other duties required by the company law, the CSRC and the stock exchange.
Article 17 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.
Article 18 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.
Article 19 before making major decisions, the company shall consult the Secretary of the board of directors from the perspective of information disclosure.
Article 20 the chairman of the board of directors shall guarantee the Secretary of the board of directors’ right to know, create good working conditions for him to perform his duties, and shall not obstruct him from exercising his functions and powers according to law in any form.
Article 21 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 22 the Secretary of the board of directors of the company may directly report to the stock exchange if he is improperly obstructed or seriously obstructed in the process of performing his duties.
Article 23 the Secretary of the board of directors of the company shall sign a confidentiality agreement with the company and promise to continue to perform the obligation of confidentiality during the term of office and after leaving office until the relevant information is disclosed to the public. However, the information involving the company’s violations of laws and regulations does not belong to the scope of confidentiality that should be performed as mentioned above.
Article 24 the board of directors of the company shall establish and 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.
Article 25 the Secretary of the board of directors shall abide by laws, administrative regulations, departmental rules, the articles of association and the relevant provisions of this system, bear the corresponding legal responsibilities of the company’s senior managers, bear the obligation of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
Chapter IV appointment and removal procedures
Article 26 the Secretary of the board of directors shall be nominated by the chairman of the company and appointed or dismissed after being approved by the resolution of the board of directors.
The term of office of the Secretary of the board of directors is three years and can be employed continuously.
If the former Secretary of the board of directors leaves office, he shall re appoint the Secretary of the board of directors within three months from the date of his resignation.
Article 27 Where the company intends to hold a meeting of the board of directors to appoint the Secretary of the board of directors, it shall file with the stock exchange five trading days in advance and submit the following materials:
(I) the letter of recommendation of the board of directors, including the description of the qualifications of the Secretary of the board of directors, the current position and work resume of the recommended person (candidate) who meets the requirements of the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation;
(II) qualification certificates of candidates, Secretary of the board of directors, etc.
If Shanghai Stock Exchange does not raise any objection to the qualification of the candidate for secretary of the board of directors within 5 trading days from the date of receiving the submitted materials, the company may convene a meeting of the board of directors to appoint the Secretary of the board of directors. The board of directors of the company shall not appoint a candidate for the Secretary of the board of directors who raises an objection to the Shanghai Stock Exchange as the Secretary of the board of directors.
Article 28 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason. Article 29 If the Secretary of the board of directors of the company is under any of the following circumstances, the company shall dismiss him within one month from the date of relevant facts:
(I) in any case where the Secretary of the board of directors is not allowed under the system;
(II) fail to participate in the follow-up training of the Secretary of the board of directors for three consecutive years;
(III) unable to perform duties for more than 3 consecutive months;
(IV) major mistakes or omissions in the performance of duties, with serious consequences;
(V) violation of laws, regulations or other normative documents with serious consequences.
When the Secretary of the board of directors is dismissed, the company shall timely report to the Shanghai 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 Shanghai Stock Exchange on improper dismissal by the company.
Article 30 if the Secretary of the board of directors of the company is dismissed or resigns, he shall accept the departure review of the board of directors and the board of supervisors of the company, and handle the handover procedures of relevant archives and specific work.
If the Secretary of the board of directors fails to complete the above reporting and announcement obligations after his resignation, or fails to complete the departure review, documents and work handover procedures, he shall still assume the responsibilities of the Secretary of the board of directors.
Article 31 during the vacancy of the Secretary of the board of directors of the company, the board of directors of the company shall timely appoint a director or senior manager to act as the Secretary of the board of directors and report to the stock exchange for the record.
If the board of directors of the company does not appoint a person to act as the Secretary of the board of directors or the vacancy of the Secretary of the board of directors exceeds three months, the chairman of the company shall act as the Secretary of the board of directors until the company appoints a new secretary of the board of directors.
Article 32 the company shall establish 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 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.
Article 33 after appointing the Secretary of the board of directors and securities affairs representative, the board of directors of the company shall make a timely announcement and submit the following materials to the 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 communication mode of the chairman 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 34 Shanghai Stock Exchange only accepts the information disclosure and equity management affairs handled by the Secretary of the board of directors and the person acting as the Secretary of the board of directors in the name of the company. The company shall timely handle the filing procedures with the stock exchange when appointing or changing the Secretary of the board of directors or securities affairs representative.
Chapter V Legal Liability
Article 35 If the resolution of the board of directors violates laws, regulations or the articles of association and causes losses to the company, the Secretary of the board of directors shall also bear the corresponding liability for compensation in addition to the directors participating in the decision-making in accordance with the relevant provisions of the company law; However, those who can prove that they have raised objections to the matters voted on may be exempted from liability. Article 36 If the Secretary of the board of directors violates laws, regulations or the articles of association, he shall be investigated for corresponding responsibilities in accordance with relevant laws, regulations or the articles of association.
Chapter VI supplementary provisions
Article 37 Any matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association.
Article 38 the system shall come into force and come into force on the date of deliberation and approval by the board of directors, and the same shall be true for amendment.
Article 39 the system shall be interpreted and revised by the board of directors.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) March 9, 2002
