Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Working rules of the Secretary of the board of directors
(approved by the board of directors on March 22, 2022)
Chapter I General Provisions
Article 1 in order to improve the standard operation level and information disclosure quality of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”), and further standardize the duties and authorities of the Secretary of the board of directors of the company, In accordance with relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board These rules are formulated in accordance with the relevant provisions of normative documents and the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) company (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company has 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 company and the board of directors. The Secretary of the board of directors has the obligation of integrity and diligence to the company, faithfully perform his duties and safeguard the interests of the company.
Article 3 the Secretary of the board of directors is the designated contact between the company and the securities regulatory authorities and Shenzhen Stock Exchange
And perform their duties in accordance with relevant laws and regulations and the articles of association.
Article 4 the Secretary of the board of directors and the securities affairs representative of the company shall abide by the provisions of these rules.
Chapter II appointment, dismissal and qualification of the Secretary of the board of directors
Article 5 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
The company shall appoint a new secretary of the board of directors within three months after the dismissal, resignation or resignation of the former Secretary of the board of directors. Directors or other senior executives 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 it needs to be made 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 act in a dual capacity.
Article 6 the Secretary of the board of directors shall have the necessary professional knowledge and experience, and his qualifications are:
(I) have the professional knowledge and working experience in finance, taxation, law, finance, enterprise management and other aspects necessary for performing their duties;
(II) have good professional ethics and personal quality, good communication skills and flexible handling ability; (III) having received professional training and qualification examination from Shenzhen Stock Exchange and obtained the qualification certificate of secretary of the board of directors recognized by Shenzhen Stock Exchange;
(IV) other conditions required by the relevant rules of Shenzhen Stock Exchange and the articles of association. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) one of the circumstances under which he is not allowed to serve as a director of the company in accordance with Article 146 of the company law; (II) having been subject to administrative punishment by the CSRC in the past three years;
(III) the securities regulatory authority has taken more than 2 administrative regulatory measures or circulated more than 3 criticisms for the company’s information disclosure violations and other issues within one year;
(IV) the current supervisor of the company;
(V) persons who have been publicly recognized by the CSRC or Shenzhen Stock Exchange as unsuitable for serving as senior executives of listed companies;
(VI) being publicly condemned by the Shenzhen Stock Exchange or being criticized in more than three circulars in the past three years;
(VII) accountants of accounting firms and lawyers of law firms appointed by the company;
(VIII) laws, regulations, rules, normative documents, articles of association and other circumstances that the securities regulatory authority deems unsuitable for serving as the Secretary of the board of directors;
(IX) other circumstances that Shenzhen Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Article 7 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 securities regulatory authority and Shenzhen Stock Exchange five trading days in advance, and submit the following documents:
(I) the recommendation letter of the board of directors, including the description, position, work performance and personal morality of the recommended person who meets the qualifications of these rules;
(II) resume and academic certificate of the recommended person (copy);
(III) the qualification certificate of secretary of the board of directors obtained by the recommended person (copy).
If the securities regulatory authority and Shenzhen Stock Exchange do 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 the Shenzhen Stock Exchange or the securities regulatory authority as the Secretary of the board of directors.
Article 8 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 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 the responsibility of the company’s information disclosure firm. The securities affairs representative shall obtain the training certificate of the Secretary of the board of directors issued by Shenzhen Stock Exchange.
Article 9 after appointing the Secretary of the board of directors and securities affairs representative, the company shall make a timely announcement and submit the following materials to the securities regulatory authority and Shenzhen 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;
(III) the communication mode of the chairman of the company, including office phone, mobile phone, fax, communication address and special e-mail.
In case of any change in the above communication methods, the changed materials shall be submitted to the securities regulatory department and Shenzhen Stock Exchange in time.
Article 10 the company’s board of directors 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 board of directors of the company shall report to the securities regulatory authority and Shenzhen Stock Exchange, explain the reasons and make an announcement. The Secretary of the board of directors has the right to submit personal statements and reports to the securities regulatory authorities and Shenzhen Stock Exchange on improper dismissal by the company or related to resignation.
Article 11 if the Secretary of the board of directors is under any of the following circumstances during his term of office, the company shall dismiss the Secretary of the board of directors within one month from the date of occurrence:
(I) unable to perform duties for more than three consecutive months without objective reasons;
(II) major mistakes or omissions occur in the performance of duties, causing heavy losses to investors; (III) violating laws, administrative regulations, departmental rules, normative documents, these rules, other relevant provisions of Shenzhen Stock Exchange or the articles of association, causing heavy losses to investors;
(IV) divulging the company’s trade secrets or inside information, causing serious consequences, adverse effects and heavy losses to the company;
(V) under any of the circumstances specified in Article 6 of these rules, he shall not serve as the Secretary of the board of directors;
(VI) under any circumstance specified in the Listing Rules of Shenzhen Stock Exchange, he shall not serve as the Secretary of the board of directors;
(VII) other circumstances under which Shenzhen Stock Exchange believes that it should not continue to serve as the Secretary of the board of directors.
Article 12 If the Secretary of the board of directors is unable to perform his duties within half a month due to illness, going abroad, maternity leave and other special reasons, he shall authorize the securities affairs representative to exercise his rights and perform his duties on his behalf. A securities affairs representative shall have the qualifications prescribed by the stock exchange.
Article 13 if the Secretary of the board of directors is unable to perform his duties for more than half a month or resigns or leaves office without reason due to illness, going abroad, maternity leave and other special reasons, the board of directors shall appoint a director or senior manager to perform the duties of the Secretary of the board of directors, and shall explain the situation of the Secretary of the board of directors’ inability to perform his duties and formulate the list of agents within 5 working days from the date of relevant facts Resume and other written reports shall be submitted to the securities regulatory department and Shenzhen stock exchange for filing, and the candidate for the Secretary of the board of directors shall be determined as soon as possible.
Before the board of directors of the company appoints the person to act as the Secretary of the board of directors, or if the vacancy 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.
Article 14 If the Secretary of the board of directors is dismissed, resigned, resigned or unable to perform his duties, he shall timely hand over the work with the relevant personnel of the company under the supervision of the board of supervisors. The company shall appoint an executive to supervise the hand over, and the securities affairs representative shall make the handover records. The Secretary of the board of directors who is dismissed or resigns or leaves his post shall be subject to 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 being handled or to be handled under the supervision of the board of supervisors of the company.
Article 15 if the Secretary of the board of directors fails to complete the departure review, documents and work handover procedures after submitting his resignation, he shall still assume the duties of secretary of the board of directors. When leaving office, the Secretary of the board of directors shall sign necessary confidentiality agreements with the company and perform continuous confidentiality obligations.
Chapter III Duties of the Secretary of the board of directors
Article 16 the Secretary of the board of directors shall be responsible for the communication and liaison between the company and relevant information disclosure obligors and the securities regulatory authorities and Shenzhen Stock Exchange, fulfill the statutory reporting obligations, cooperate with the securities regulatory authorities in the inspection and investigation of the company, and coordinate the implementation of various regulatory requirements.
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 the Secretary of the board of directors is responsible for organizing and preparing the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, participating 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, coordinating the preparation and custody of the documents and minutes of the meeting of the board of directors and the general meeting of shareholders, as well as the register of shareholders and the register of relevant securities holders; Keep the seal of the board of directors and do a good job of seal registration in strict accordance with relevant laws, regulations and specifications. Article 19 the Secretary of the board of directors is responsible for organizing and coordinating the compliance review of the company’s governance operation and the decision-making procedures for major operation and management matters involving information disclosure, so as to urge the board of directors, independent directors, the board of supervisors and the management to improve the operation system, exercise their functions and powers according to law and protect the legitimate rights and interests of investors. If the decision to be made by the board of directors, the board of supervisors and the management violates the provisions of securities laws and regulations, self-discipline rules and the articles of association, it shall put forward opinions in time, remind the relevant decision-making and management personnel of the company, and form written opinions when necessary for filing for future reference. The company shall timely report to the securities regulatory authority and Shenzhen Stock Exchange on the violations of the company’s securities laws and regulations.
Article 20 the Secretary of the board of directors is responsible for organizing and coordinating the company’s insider information management, urging the company to formulate, improve and implement the insider information management system, strictly control the scope of insiders, strengthen the registration management of insiders, and prevent insider information disclosure and insider trading. When the company’s inside information is leaked, coordinate the company to take remedial measures in time and report to the securities regulatory authority and Shenzhen Stock Exchange.
Article 21 the Secretary of the board of directors is responsible for organizing and coordinating the management of the company’s shares held by the directors, supervisors and senior executives and their changes, urging the company to formulate and improve special systems, manage the identity of the directors, supervisors and senior executives and the data and information of the shares held by the company, uniformly handle the online declaration of personal information for the directors, supervisors and senior executives, regularly check the disclosure of the directors, supervisors and senior executives’ trading of the company’s shares, and inform the directors, supervisors Gao’s illegal trading of the company’s shares requires the board of directors to take accountability measures.
Article 22 the Secretary of the board of directors is responsible for organizing and coordinating the company’s investor relations management and shareholder information management, receiving investors’ visits, answering investors’ inquiries, providing investors with the information disclosed by the company, ensuring smooth communication channels with investors, and providing convenient conditions for investors to participate in the company’s decision-making and management according to law; Be responsible for coordinating the information communication between the company and securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions, media, etc.
Article 23 the Secretary of the board of directors shall be responsible for the confidentiality of the company’s information disclosure. In case of leakage of undisclosed major information, he shall timely report to Shenzhen Stock Exchange and make an announcement; Be responsible for participating in the company’s media public relations management, coordinating and unifying the company’s external publicity, reporting and information disclosure, establishing and improving the media information collection and feedback mechanism and media crisis management mechanism, strengthening the monitoring of financial newspapers, mainstream media, major portals and other online media, continuously collecting and tracking media reports and rumors related to the company, consciously accepting media supervision, and coordinating the company to respond to media queries in a timely manner, Properly handle the false information that has a significant impact on the company and maintain the company’s good public image.
Be responsible for paying attention to media reports and actively verifying the truth, and urge the board of directors to respond to all inquiries of Shenzhen Stock Exchange in time.
Before the company and its directors, supervisors and senior executives receive media and institutional interviews and publish undisclosed information that may have a significant impact on the company’s securities trading price in public places such as the general meeting of shareholders and the company’s website, they shall summarize the relevant information to the Secretary of the board of directors, who shall report to the chairman for review and approval.
Article 24 the Secretary of the board of directors is responsible for organizing directors, supervisors and senior managers to receive training in securities laws and regulations, the stock listing rules of Shenzhen Stock Exchange and relevant provisions, and assisting the above-mentioned personnel to understand their rights and obligations in information disclosure; Urge directors, supervisors and senior managers to abide by laws, regulations, rules, normative documents, the stock listing rules of Shenzhen Stock Exchange, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the company, directors, supervisors and senior managers have made or may make resolutions in violation of relevant provisions, they shall remind them and report to Shenzhen stock exchange immediately and truthfully.
Article 25 the Secretary of the board of directors is responsible for assisting the company in formulating the capital market development strategy, planning and implementing capital market financing, merger and reorganization, equity incentive and other matters, promoting the company to eliminate horizontal competition, reduce related party transactions, carry out effective market value management and establish a long-term incentive mechanism.
Article 26 be responsible for the management of changes in the company’s shares and their derivatives.
Article 27 other duties required by the company law and other laws and regulations, securities regulatory authorities and Shenzhen Stock Exchange.
Article 28 the board of directors has a securities department, which is equipped with full-time assistants who are suitable for the business scale of the company and have legal, financial and other professional knowledge to assist the Secretary of the board of directors in handling the daily affairs of the board of directors, such as information disclosure, standardized operation, investor relations management, equity management and so on. The Secretary of the board of directors is the head of the securities department and keeps the seal of the board of directors. The securities department assists the Secretary of the board of directors in performing his duties.
Chapter IV directors
