Xinjiang Tianshan Cement Co.Ltd(000877)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as the "company"), further clarify the responsibilities and authorities of the Secretary of the board of directors and give better play to the role 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 stock listing rules of Shenzhen Stock Exchange and other laws These rules are formulated in accordance with relevant regulations, normative documents and the articles of association.
Article 2 the Secretary of the board of directors is a senior manager of the company, who shall be appointed or dismissed by the board of directors, be responsible to the company and the board of directors, and perform his duties faithfully and diligently. Other relevant provisions of laws, regulations and the articles of association on senior managers are applicable to the Secretary of the board of directors.
Article 3 the Secretary of the board of directors shall participate in post qualification training in accordance with the relevant requirements of stock exchanges and other regulatory authorities, and the company shall provide convenience for the Secretary of the board of directors to participate in relevant training. Article 4 the company shall set up an office of the board of directors, which shall be in the charge of the Secretary of the board of directors.
Chapter II qualifications
Article 5 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for the performance of his duties, have good professional ethics and personal morality, have the work experience necessary for the performance of his duties, and obtain the qualification certificate of the Secretary of the board of directors issued by the stock exchange.
Article 6 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
(I) under any of the circumstances specified in Article 146 of the company law;
(II) having been subjected to administrative punishment by the China Securities Regulatory Commission in the last 36 months;
(III) being publicly condemned by the stock exchange or criticized in more than three circulars in the past 36 months;
(IV) the current supervisor of the company;
(V) the market entry prohibition measures taken by the CSRC not to serve as senior managers of listed companies have not expired;
(VI) being publicly recognized by the stock exchange as unfit to serve as senior managers of listed companies, and the term has not expired;
(VII) other circumstances under which the laws and regulations and the stock exchange determine that it is not suitable to serve as the Secretary of the board of directors.
Article 7 the Secretary of the board of directors or other senior management personnel of the company may not concurrently serve as the Secretary of the board of directors or other independent directors of the company.
Article 8 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 as required.
Chapter III main responsibilities and authorities
Article 9 the Secretary of the board of directors is responsible to the company and the board of directors and performs the following duties:
(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 listed company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure;
(II) be responsible for organizing and coordinating the management of investor relations of the company, and coordinating the information communication between the company and securities regulatory authorities, shareholders, actual controllers, intermediaries, media, etc; (III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the relevant meetings of the general meeting of shareholders, the board of directors, the board of supervisors and senior managers, and be responsible for the minutes of the meetings of the board of directors and sign them;
(IV) be responsible for the confidentiality of the company's information disclosure, and timely report and announce to Shenzhen Stock Exchange in case of undisclosed major information disclosure;
(V) pay attention to the rumors of relevant companies and take the initiative to verify the truth, and urge the board of directors and other relevant subjects to reply to the inquiries of Shenzhen Stock Exchange in time;
(VI) organize directors, supervisors and senior managers to receive training in relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and relevant provisions, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) urge directors, supervisors and senior managers to abide by laws, regulations, rules, normative documents, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions 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. (VIII) be responsible for the management of changes in the company's shares and their derivatives;
(IX) other duties required by laws and regulations, CSRC and Shenzhen Securities Exchange.
Article 10 the Secretary of the board of directors of the company shall assist the board of directors to strengthen the construction of corporate governance mechanism and perform the following duties:
(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) assist the board of directors in establishing and improving 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 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 12 the Secretary of the board of directors of the company shall assist the board of directors in planning and implementing the refinancing of the company's capital market.
Article 13 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, financial principals and other senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in his work. The inquiry raised by the Secretary of the board of directors shall be answered timely and truthfully, and relevant materials shall be provided. No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors.
Article 14 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.
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 15 when performing the obligation of information disclosure, the company shall appoint the Secretary of the board of directors, securities affairs representative or the person acting as the Secretary of the board of directors specified in Article 24 of these rules to contact Shenzhen Stock Exchange to handle information disclosure and equity management affairs. When the Secretary of the board of directors makes the decision separately, the person who concurrently serves as the director and the Secretary of the board of directors shall not make the decision in a dual capacity.
Article 17 the Secretary of the board of directors shall accept the supervision of the board of directors and the board of supervisors when performing the duty of information disclosure.
Chapter IV appointment and dismissal
Article 18 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed after being approved by the resolution of the board of directors.
Article 19 the company shall appoint the Secretary of the board of directors within six months after the former Secretary of the board of directors leaves office.
Article 20 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.
Before being hired, the securities affairs representative shall participate in the qualification training of the Secretary of the board of directors organized by Shenzhen Stock Exchange and obtain the qualification certificate of the Secretary of the board of directors. The qualifications of the securities affairs representative shall be implemented with reference to the qualifications of the Secretary of the board of directors, and the supervisor of the company shall not act as the securities affairs representative.
Article 21 the company shall make a timely announcement after the board of directors formally appoints the Secretary of the board of directors and securities affairs representative, and submit the following materials 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 these rules;
(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 22 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 23 the company shall dismiss the Secretary of the board of directors within one month from the date of occurrence of any of the following circumstances:
(I) one of the circumstances specified in Article 6 of these rules 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 investors;
(IV) violating national laws, administrative regulations, departmental rules, normative documents, stock listing rules, other relevant provisions of Shenzhen Stock Exchange or the articles of association, causing heavy losses to the company or investors.
Article 24 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, and determine the candidate of the Secretary of the board of directors as soon as possible.
Before the company appoints the person who acts as secretary of the board of directors, the chairman shall act on behalf of the Secretary of the board of directors. If 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.
Article 25 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.
Article 26 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 of the company, and hand over relevant archives and documents and matters under or to be handled under the supervision of the board of supervisors of the company.
Chapter V training
Article 27 the candidates for secretary of the board of directors or securities affairs representative of the company shall participate in the qualification training recognized by Shenzhen Stock Exchange and obtain the qualification certificate of secretary of the board of directors.
Article 28 when the exchange holds the follow-up training for the Secretary of the board of directors of listed companies, the Secretary of the board of directors shall participate at least once a year, and the securities affairs representative shall participate at least once every two years. Chapter VI Legal Liability
Article 29 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 company law; However, those who can prove that they have raised objections to the matters voted on may be exempted from liability.
Article 30 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 VII supplementary provisions
Article 31 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. In case of any conflict between these rules and the laws, regulations and normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall prevail.
Article 32 these Rules shall come into force after being reviewed and approved by the board of directors of the company.
Article 33 the detailed rules shall be interpreted by the board of directors of the company.
