CNNC suvalve Technology Co., Ltd
Working rules of the Secretary of the board of directors
(reviewed and adopted at the 24th Meeting of the 7th board of directors of the company)
general provisions
Article 1 These working rules are formulated in accordance with relevant laws, regulations and normative documents in order to standardize the functions and duties of the Secretary of the board of directors of China Nuclear suvalve Technology Co., Ltd. (hereinafter referred to as the company).
Article 2 reference basis
(i) Company law of the people’s Republic of China (hereinafter referred to as the company law);
（2） The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules);
（3） Guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the guidelines for standardized operation);
（4） Articles of association of CNNC suvalve Technology Co., Ltd. (hereinafter referred to as the articles of association).
Article 3 the board of directors of the company shall have one secretary of the board of directors. The Secretary of the board of directors is the senior management of the company, responsible to the company and the board of directors, and shall perform his duties faithfully and diligently. The Secretary of the board of directors is the designated contact between the company and the securities regulatory authority and Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange).
Article 4 the company shall establish a daily office of the board of directors under the leadership of the Secretary of the board of directors.
Chapter II Conditions of appointment
Article 5 the Secretary of the board of directors shall have a bachelor’s degree or above and have the knowledge and ability necessary to perform his duties.
Article 6 the Secretary of the board of directors shall have good personal quality and professional ethics, have the necessary work experience to perform his duties, strictly abide by relevant laws and regulations, be able to faithfully perform his duties, and have good ability to handle public affairs.
Article 7 the Secretary of the board of directors shall obtain the training certificate of the Secretary of the board of directors issued by the stock exchange.
Article 8 in principle, the Secretary of the board of directors shall be a full-time person. If a director or other senior management holds the post concurrently, they must ensure that they have enough energy and time to undertake the work of the Secretary of the board of directors. If a director concurrently serves as the Secretary of the board of directors, if a certain act should be done by the director and the Secretary of the board of directors respectively, the director concurrently serving as the Secretary of the board of directors shall not do it in a dual capacity.
Article 9 under the circumstances specified in article L46 of the company law, he shall not serve as the Secretary of the board of directors.
The accountants and auditors of the accounting firm and lawyers of the law firm employed by the company shall not concurrently serve as the Secretary of the board of directors.
Article 10 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 Shenzhen 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 recommended person (candidate) as the Secretary of the board of directors in accordance with the measures, the current position and work resume;
（2） Academic certificates of candidates, qualification certificates of secretary of the board of directors, etc.
If Shenzhen Stock Exchange does not raise any objection to the qualification of the candidate for the Secretary of the board of directors within five 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 from Shenzhen Stock Exchange as the Secretary of the board of directors.
Chapter III appointment and removal procedures
Article 11 selection and appointment procedures of the Secretary of the board of directors:
(i) The Secretary of the board of directors shall be nominated by the chairman and appointed by the board of directors. The term of appointment of the Secretary of the board of directors is consistent with the term of office of the board of directors and can be reappointed.
（2） When appointing the Secretary of the board of directors, the board of directors shall sign a confidentiality agreement with him, requiring him to promise to continue to perform the confidentiality obligation after leaving office until the relevant information is publicly disclosed. Article 12 dismissal procedures of the Secretary of the board of directors:
(i) Resignation: the Secretary of the board of directors may resign before the expiration of his term of office. A written resignation report shall be submitted to the board of directors of the company for discussion and approval.
（2） There are two main forms of Dismissal:
1. Natural Dismissal: legal events occur when the term of office expires or the entrustment terminates;
2. Resolution to dismiss: the board of directors of the company may resolve to dismiss the Secretary of the board of directors before the expiration of his term of office. The board of directors shall terminate the appointment of the Secretary of the board of directors under any of the following circumstances:
(1) Major mistakes or omissions in the performance of duties, resulting in serious consequences or adverse effects;
(2) Violation of national laws and regulations, relevant provisions of SASAC and articles of association of CNNC, resulting in serious consequences or adverse impact;
(3) Divulge state secrets or CNNC business secrets, resulting in serious consequences or
Adverse effects;
(4) Other circumstances determined by the board of directors.
Article 13 before leaving office, the Secretary of the board of directors shall, under the supervision of relevant parties, completely hand over the relevant archives, items being handled or to be done to the board of directors.
Article 14 during the vacancy period of the Secretary of the board of directors, the board of directors of the company shall appoint one
Directors or senior managers shall 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. If the vacancy period of the Secretary of the board of directors exceeds three months, the chairman shall act as the Secretary of the board of directors until the company formally appoints the Secretary of the board of directors.
Chapter IV responsibilities and obligations
Article 15 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 the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to comply with the relevant provisions of information disclosure;
（2） Be responsible for the company’s investor relations management and shareholder information management, and coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions, media, etc;
（3） 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;
（4） Be responsible for the confidentiality of the company’s information disclosure, and timely announce the disclosure of undisclosed major information;
（5） Pay attention to 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;
（6） Organize the training of directors, supervisors and senior managers on securities laws, regulations and relevant provisions, and assist the above-mentioned personnel to understand their rights and obligations in information disclosure;
（7） Urge directors, supervisors and senior managers to abide by laws, regulations, rules, normative documents, listing rules, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and earnestly fulfill their commitments; When it knows that the company has made or may make a resolution in violation of relevant provisions, it shall remind it and report to Shenzhen stock exchange immediately and truthfully;
（8） Other duties required by the company law, securities law, CSRC and Shenzhen Stock Exchange.
Article 16 the main rights of the Secretary of the board of directors:
(i) Handle the specific work within the scope of responsibilities in accordance with national laws and regulations, the articles of association, listing rules and other relevant provisions;
（2） In order to perform his duties, the Secretary of the board of directors has the right to attend the important decision-making meetings of the company such as the meeting of the board of directors and the office meeting of the general manager. When the Party committee studies and discusses major business and management matters, the Secretary of the board of directors may attend as nonvoting delegates;
（3） Have the right to know the company’s financial and operating conditions, 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;
（4） Have the right to propose relevant training for the company’s directors, other senior executives and the directors, supervisors and other senior executives appointed or recommended by the company to the invested company
Training on laws, regulations, finance and other knowledge;
（5） The company provides convenience for the Secretary of the board of directors to perform his duties. The directors, supervisors, senior managers and relevant staff of the company shall cooperate with the Secretary of the board of directors in performing his duties.
Article 17 the Secretary of the board of directors shall assist the board of directors to strengthen the corporate governance mechanism
System construction, including:
(i) Organize, prepare and attend the meetings of the board of directors, its special committees, the board of supervisors and the general meeting of shareholders as nonvoting delegates;
（2） Establish and improve the internal control system;
（3） Actively promote the company to avoid horizontal competition, reduce and standardize related party transactions;
（4） Actively promote the company to establish and improve the incentive and restraint mechanism;
（5） Actively promote the company to assume social responsibility.
Article 18 the Secretary of the board of directors shall be responsible for the management of investor relations of the company
Be good at the communication, reception and service mechanism of the company’s investors.
Article 19 the Secretary of the board of directors shall be responsible for the equity management of the company, including:
(i) Keep the shareholding information of the company’s shareholders;
（2） Handle matters related to the company’s restricted shares;
（3） 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;
（4） Other equity management matters of the company.
Article 20 the Secretary of the board of directors shall assist the board of directors in formulating the capital market of the company
Market development strategy, assist in planning or implementing the company’s capital market refinancing or M & A
Reorganize the transaction.
Article 21 the Secretary of the board of directors is responsible for the training affairs of the company’s standardized operation, and the training group
Organize the company’s directors, supervisors, senior managers and other relevant personnel to receive training in relevant laws, regulations and other normative documents.
Article 22 the Secretary of the board of directors shall prompt the directors, supervisors and senior managers of the company
Managers shall 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 Shenzhen Stock Exchange.
Article 23 the Secretary of the board of directors shall perform the company law and the CSRC
And other duties required by Shenzhen Stock Exchange.
Article 24 the Secretary of the board of directors is improperly obstructed in the process of performing his duties
In case of obstruction or serious obstruction, it may directly report to the Shenzhen Stock Exchange.
Article 25 the Secretary of the board of directors shall sign a confidentiality agreement with the company and promise to be in office
During the term and after leaving office, continue to perform the obligation of confidentiality until the relevant information is disclosed, but the information involving the company’s violations does not belong to the scope of confidentiality that should be performed as mentioned above.
Article 26 the board of directors of the company shall employ securities affairs representatives to assist the board of directors
The Secretary performs his duties.
Article 27 the Secretary of the board of directors is unable to perform his duties or authorized by the Secretary of the board of directors
When, 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 28 A securities affairs representative shall obtain the approval of Shenzhen Stock Exchange
Qualification certificate of secretary of the board of directors.
Chapter V working procedures
Article 29 procedures for preparing and serving the meetings of the board of directors:
(i) Prepare the board meeting under the leadership of the chairman;
（2） According to the instructions of the chairman and the proposals of the board of directors and the board of supervisors, and after verifying whether the topics to be submitted to the board of directors meeting are within the scope of deliberation of the board of directors, and verifying whether the topics involving major issues that should listen to the opinions of the company’s Party committee in advance are attached with the written opinions of the company’s Party Committee on the matter, Summarize and form the preliminary opinions on the topics of the board meeting and submit them to the chairman for approval;
（3） Coordinate relevant departments and personnel to prepare meeting proposals and relevant supporting materials according to the meeting topics approved by the chairman;
（4） Send a meeting notice to all directors 10 days before the regular meeting and 5 days before the interim meeting of the board of directors, and guide the office of the board of directors to do a good job of meeting affairs;
（5） The meeting of the board of directors shall be recorded by the Secretary of the board of directors or the staff arranged by the Secretary of the board of directors. The directors attending the meeting and the recorder shall sign the minutes or resolutions of the meeting;
（6） Organize to track, understand and supervise the implementation of the resolutions of the board of directors, and feed back the situation in time.
Article 30 the main working method of the Secretary of the board of directors is communication and coordination, taking into account the interests of all relevant stakeholders and accepting the constraints of laws and regulations. The leading idea of his work is to treat relevant stakeholders openly, fairly and fairly with an honest and open attitude. Chapter VI training and assessment
Article 31 candidates for secretary of the board of directors or securities affairs representative candidates shall participate in the qualification training recognized by Shenzhen Stock Exchange and obtain the qualification certificate of secretary of the board of directors.
Article 32 in principle, the Secretary of the board of directors shall participate in the follow-up training of the Secretary of the board of directors organized by Shenzhen Stock Exchange at least once every two years.
The Secretary of the board of directors of Shenzhen Stock Exchange should be criticized for participating in the latest training of the board of directors of Shenzhen Stock Exchange.
Article 33 The chairman of the board of directors shall put forward suggestions on the assessment, remuneration, rewards and punishments of the Secretary of the board of directors and submit them to the board of directors for approval.
Chapter VII supplementary provisions
Article 34 The board of directors of the company shall be responsible for the interpretation of these rules.
Article 35 matters not covered in these Rules shall be implemented in accordance with relevant national laws and regulations, normative documents and the articles of association. In case of any conflict between these rules and the provisions of relevant laws and regulations, normative documents and the articles of association, the provisions of relevant laws and regulations, normative documents and the articles of association shall prevail.
Article 36 these working rules shall come into force and be implemented after being approved by the board of directors.
Sufa Technology Industry Co.Ltd.Cnnc(000777) December 31, 2001
