Guanglian Aviation Industry Co.Ltd(300900)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), give full play to the role of the Secretary of the board of directors and strengthen the management and supervision of the Secretary of the board of directors, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) Securities Law of the people’s Republic of China, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (SZS [2020] No. 1292, hereinafter referred to as GEM Listing Rules) This system is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14, hereinafter referred to as the self regulatory guidelines No. 2) and other laws and regulations, as well as the relevant provisions of Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company shall have 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.
The company shall establish an information disclosure department, which shall be managed by the Secretary of the board of directors.
The Secretary of the board of directors shall abide by the relevant provisions of laws and regulations and the articles of association, undertake the relevant responsibilities and obligations of the company’s senior managers, and shall not use his power to seek benefits for himself or others.
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, and have good professional ethics and personal morality. Under any of the following circumstances, he shall not serve as the Secretary of the board of directors of the company: (I) circumstances under which he shall not serve as a director, supervisor or senior manager according to the company law;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have 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 36 months;
(V) having been publicly condemned by the stock exchange or criticized in more than three circulars in the past 36 months; (VI) the current supervisor of the company;
(VII) unable to ensure that enough time and energy are invested in the company’s affairs and earnestly perform the duties of the Secretary of the board of directors during his term of office;
(VIII) other circumstances determined by the stock exchange that are not suitable for serving as the Secretary of the board of directors of the company.
Article 4 the candidates for secretary of the board of directors shall conduct self-examination on whether they are qualified for the post, and timely provide the company with written explanations and relevant materials on whether they are qualified for the post.
The Secretary of the board of directors to be appointed shall not only meet the job requirements of senior managers in relevant regulations, but also state whether the candidate is familiar with the laws and regulations related to the performance of his duties, whether he has professional ethics suitable for the job requirements, and whether he has corresponding professional competence and experience.
The board of directors and the board of supervisors of the company shall verify the qualifications of candidates. If they find that they do not meet the qualifications, they shall require the nominees to revoke the nomination of the candidates.
Chapter III Duties of the Secretary of the board of directors
Article 5 the main responsibilities of the Secretary of the board of directors include:
(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, urge the company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure, and handle the filing of the company’s insider information;
(II) be responsible for the management of investor relations and shareholder information of the company, and coordinate the communication and liaison between the company and securities regulatory authorities, shareholders, actual controllers, intermediaries, media and other relevant institutions; (III) organize and prepare the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, 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, prepare and submit relevant meeting documents and materials, and be responsible for the minutes of the meeting of the board of directors and sign for confirmation;
(IV) be responsible for the confidentiality of the company’s information disclosure, and timely report to Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) in case of disclosure 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 directors, supervisors and senior managers to receive training on securities laws and regulations, GEM Listing Rules and relevant provisions, and assist directors, supervisors and other senior managers to understand their respective rights and obligations in information disclosure;
(VII) urge directors, supervisors and senior managers to abide by securities laws and regulations, GEM Listing Rules, self regulatory guidelines No. 2, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the directors, supervisors and senior managers of the company violate the relevant provisions of laws and regulations or the articles of association, or the company makes or may make a resolution in violation of the relevant provisions, they shall remind the relevant personnel and truthfully report to the Shenzhen Stock Exchange;
(VIII) be responsible for the management of the company’s investor relations, plan, arrange and organize various investor relations management activities, coordinate the relationship between the company and investors, borrow investors to visit, answer investors’ inquiries, and provide investors with the information disclosed by the company under the condition of a comprehensive and in-depth understanding of the company’s operation and management, operation management and development strategy.
(IX) other duties assigned by laws or the board of directors.
Article 6 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
In order to perform his duties, the Secretary of the board of directors has the right to know the company’s financial and operating conditions, participate in relevant meetings and consult relevant documents, and require relevant departments and personnel of the company to provide relevant materials and information in time.
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 term of office of the Secretary of the board of directors is three years and can be re elected. The company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Article 9 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) it is prohibited to serve as the Secretary of the board of directors as stipulated in Article 3 of the system;
(II) unable to perform duties for more than three consecutive months;
(III) major mistakes or omissions occur in the performance of duties, causing heavy losses to the company or shareholders; (IV) violating laws and regulations, GEM Listing Rules, self regulatory guidelines No. 2, other provisions of Shenzhen Stock Exchange or the articles of association, causing heavy losses to the company or shareholders.
Article 10 unless the Secretary of the board of directors is in violation of the confidentiality obligations and continues to perform the confidentiality obligations during the period of employment of the Secretary of the board of directors, except when the Secretary of the board of directors is in violation of the provisions of Article 10.
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 11 after being dismissed or resigned, the Secretary of the board of directors shall still bear the responsibility of the Secretary of the board of directors before completing the leaving review, file transfer and other procedures.
Article 12 the company shall appoint a new secretary of the board of directors within three months after the former Secretary of the board of directors leaves office. 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.
Article 13 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 until the company formally appoints the Secretary of the board of directors.
Chapter V supplementary provisions
Article 14 The term “more than” in this system includes the number and “more than” does not include the number.
Article 15 this system shall come into force and come into force from the date of deliberation and adoption by the board of directors.
Article 16 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations and the articles of Association; In case of any inconsistency between this system and the relevant provisions of relevant national laws and regulations and the articles of association, the relevant provisions shall prevail.
Guanglian Aviation Industry Co.Ltd(300900) March 18, 2022
