Jilin Xidian Pharmaceutical Technology Development Co., Ltd
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the duties and procedures of the Secretary of the board of directors of Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as the company) and promote the Secretary of the board of directors to better perform his duties, according to the company law of the people's Republic of China (hereinafter referred to as the company law) and the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the Listing Rules), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies (hereinafter referred to as the standardized operation guidelines) This system is formulated in accordance with the relevant provisions of the articles of association of Jilin West Point Pharmaceutical Technology Development Co., Ltd. (hereinafter referred to as the articles of association).
Article 2 the company shall have a secretary of the board of directors. While appointing the Secretary of the board of directors, the board of directors of the company shall appoint 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, the securities affairs representative shall exercise his rights and perform his duties. During this period, the Secretary of the board of directors shall not be exempted from the responsibility for the company's information disclosure.
The Securities Department of the company is the information disclosure department, which is managed by the Secretary of the board of directors.
Article 3 the Secretary of the board of directors shall 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 as a senior manager of the company, the Secretary of the board of directors has the right to participate in relevant meetings, consult relevant documents and understand the company's finance and operation in order to perform his duties. The board of directors and other senior managers shall support the work of the Secretary of the board of directors, respond to the inquiries raised by the Secretary of the board of directors in a timely and truthful manner, and provide relevant materials.
The Secretary of the board of directors may directly report to the Shenzhen stock exchange if he is unduly obstructed or seriously obstructed in the performance of his duties.
Article 5 the Secretary of the board of directors and the securities affairs representative of the company shall abide by the provisions of this system.
Chapter II appointment, dismissal and qualification of the Secretary of the board of directors
Article 6 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
The Secretary of the board of directors shall be a director, deputy general manager, chief financial officer or other senior management of the company.
If a director, deputy general manager, chief financial officer or other senior management concurrently serves as the Secretary of the board of directors, if a certain act needs to be done by a director, deputy general manager, chief financial officer or other senior management or secretary of the board of directors respectively, the person concurrently serving as a director, deputy general manager, chief financial officer or other senior management and Secretary of the board of directors shall not act in a dual capacity.
Article 7 the Secretary of the board of directors shall have the necessary professional knowledge and experience, and his qualifications are:
(I) have a college degree or above, and have been engaged in secretarial, management and equity affairs for more than 3 years; (II) professional knowledge and experience in finance, taxation, law, finance, enterprise management, etc; (III) have good personal quality, good communication skills and flexible handling ability;
(IV) a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
1. One of the circumstances specified in Article 146 of the company law;
2. The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of the company have not expired;
3. 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;
4. He has been subject to administrative punishment 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. Certified Public Accountants of accounting firms and lawyers of law firms employed by the company;
8. Other circumstances under which the CSRC and Shenzhen Stock Exchange determine that it is not suitable to serve as the Secretary of the board of directors. If the proposed Secretary of the board of directors is filed 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 company shall timely disclose the reasons for the proposed appointment and whether there is any situation affecting the standardized operation of the company, and prompt relevant risks.
Article 8 the company shall appoint the Secretary of the board of directors within three months after the IPO or within three months after the former Secretary of the board of directors leaves office.
Article 9 during the vacancy of the Secretary of the board of directors, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, 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 Secretary of the board of directors of the company is vacant for more than 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.
Article 10 while appointing the Secretary of the board of directors, the company shall also appoint 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, the securities affairs representative shall exercise his rights and perform his duties. During this period, the Secretary of the board of directors shall not be exempted from the responsibility of the company's information disclosure firm. Under any of the following circumstances, he shall not act as a securities affairs representative:
(I) administrative penalty imposed by the CSRC in the last 36 months;
(II) being publicly condemned by the stock exchange or being criticized in more than three circulars in the past 36 months; (III) the current supervisor of the company;
(IV) other circumstances under which Shenzhen stock exchange determines that it is not suitable to act as a securities affairs representative.
Article 11 after appointing the Secretary of the board of directors and securities affairs representative, the board of directors of the company shall submit the following documents to Shenzhen Stock Exchange:
(I) letter of appointment of the Secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors and appointment explanatory documents, including the qualifications, positions, work performance and personal morality in accordance with the system;
(II) resume and academic certificate of the Secretary of the board of directors and securities affairs representative (copy);
(III) the means of communication of the Secretary of the board of directors and securities affairs representative, including office telephone, mobile phone, fax, mailing 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 12 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 may submit a personal statement report to Shenzhen Stock Exchange on the improper dismissal by the company or the situation related to resignation.
Article 13 the board of directors may dismiss the Secretary of the board of directors under any of the following circumstances:
(I) one of the circumstances specified in Article 10 of this system 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 investors;
(IV) violating laws and regulations, stock listing rules, other provisions of Shenzhen Stock Exchange or the articles of association, causing heavy losses to the company or investors;
(V) other circumstances under which the CSRC and the stock exchange believe that they should not continue to serve as the Secretary of the board of directors.
Article 14 the company shall appoint the Secretary of the board of directors, the securities affairs representative or the person who performs the duties of the Secretary of the board of directors in accordance with the stock listing rules to be responsible for contacting the Shenzhen Stock Exchange to handle information disclosure and the management of changes in stocks and their derivatives.
Article 15 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.
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 archives and documents and the 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 16 the Secretary of the board of directors is responsible to the company and the board of directors.
Article 17 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 abide by the relevant provisions of information disclosure.
Article 18 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, securities service institutions, media, etc.
Article 19 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 sign for confirmation. Article 20 if the confidential information is not disclosed to the Shenzhen Stock Exchange in time, the company shall be responsible for reporting it to the Shenzhen Stock Exchange;
Article 21 pay attention to the reports of public media 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;
Article 22 organize directors, supervisors and senior managers to receive training in securities laws and regulations, listing rules and other relevant provisions of Shenzhen Stock Exchange, and assist the above-mentioned personnel to understand their rights and obligations in information disclosure.
Article 23 urge directors, supervisors and senior managers to abide by securities laws and regulations, stock listing rules, standardized operation guidelines, other 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, it shall remind it and report to Shenzhen stock exchange immediately and truthfully.
Article 24 be responsible for the management of changes in the company's shares and their derivatives.
Article 25 the Secretary of the board of directors shall perform other duties required by the company law and the articles of association.
Chapter IV performance evaluation
Article 26 the Secretary of the board of directors and the board of supervisors shall strictly perform their duties under the guidance of the board of directors.
Article 27 the company shall evaluate and assess the performance of the Secretary of the board of directors according to his work performance.
Chapter V supplementary provisions
Article 28 the system shall come into force from the date of deliberation and approval by the board of directors of the company.
Article 29 the system shall be interpreted by the board of directors of the company.
Jilin Xidian Pharmaceutical Technology Development Co., Ltd. March 2022
