Sichuan Tianwei Electronic Co.Ltd(688511)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the duties and authorities of the Secretary of the board of directors of the company, standardize his behavior and give better play to his role, these working rules are hereby formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents.
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 company and the board of directors. The relevant provisions of laws, administrative regulations, departmental rules and the articles of association on the company’s senior managers are applicable to the Secretary of the board of directors. The Secretary of the board of directors is the designated contact between the company and relevant departments.
Before the listing of the company, be responsible for preparing the general meeting of shareholders and the meeting of the board of directors, preparing and submitting relevant meeting documents, materials and records, and organizing and coordinating the preparations for the listing of the company.
Chapter II qualifications of the Secretary of the board of directors
Article 3 the Secretary of the board of directors of the company shall have the following qualifications:
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 quality.
Article 4 a person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(I) circumstances stipulated in Article 146 of the company law;
(II) having been subject to administrative punishment by the CSRC in the past three years;
(III) having been publicly condemned by the exchange or criticized in more than three circulars in the past three years;
(V) other circumstances under which the exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Chapter III Duties of the Secretary of the board of directors
Article 5 the Secretary of the board of directors shall perform the following duties:
(I) prepare the general meeting of shareholders and the meeting of the board of directors in accordance with legal procedures, and prepare and submit relevant meeting documents and materials;
(II) participate in the meeting of the board of directors, make meeting minutes and sign;
(III) be responsible for liaison with various intermediaries and government departments preparing for the listing of the company;
(IV) be responsible for organizing, coordinating and implementing various preparations for the listing of the company;
(V) other duties assigned by the articles of association, the general meeting of shareholders and the board of directors.
Chapter IV selection and dismissal 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. After listing, the company shall be appointed or dismissed by the board of directors after its qualification is reviewed and approved by the exchange.
The term of office of the Secretary of the board of directors is three years from the date of appointment to the expiration of the term of office of the current board of directors.
Article 7 supervisors and independent directors of the company shall not concurrently serve. The accountant of the accounting firm and the lawyer of the law firm employed by the company shall not concurrently serve as the Secretary of the board of directors of the company.
The Secretary of the board of directors shall not hold any position other than director in the controlling shareholder unit.
Article 8 Where a director concurrently serves as the Secretary of the board of directors, if a certain act needs to be done 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 of the company shall not do it in a dual capacity.
Article 9 the company shall appoint a securities affairs representative 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 may perform his duties and exercise corresponding powers 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.
Article 10 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) any of the circumstances specified in Article 4;
(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, regulations, rules or the articles of association, causing heavy losses to investors. Article 11 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 resigned after the company is listed, the company shall report to the exchange in time, explain the reasons and make an announcement.
Article 12 during the vacancy of the Secretary of the board of directors, the company shall timely 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 is vacant for more than three months, the chairman of the board of directors shall act as the Secretary of the board of directors until the company appoints a new secretary of the board of directors.
Chapter V Rights and obligations of the Secretary of the board of directors and the company
Article 13 the Secretary of the board of directors shall abide by the provisions of laws, regulations and the articles of association, faithfully perform his duties, safeguard the interests of the company, bear the relevant legal responsibilities of the company’s senior managers, be honest and diligent to the company, and shall not use his power to seek interests for himself or others.
When its own interests conflict with the interests of the company and shareholders, it shall take the best interests of the company and shareholders as the code of conduct, and ensure that:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company’s property; (II) not misappropriate the company’s funds;
(III) the company’s assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) not to violate the provisions of the articles of association by lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) do not take advantage of his position to seek business opportunities that should belong to the company for himself or others, and do not operate business similar to the company on his own or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) exercise rights within the scope of their duties and shall not exceed their authority;
（11） Ensure timely communication and contact with the exchange and relevant institutions after listing;
（12） 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 relevant archives, ongoing and other pending matters under the supervision of the board of supervisors of the company;
（13） The Secretary of the board of directors shall, in accordance with the confidentiality agreement signed between the company and him, continue to perform the obligation of confidentiality during his term of office and after leaving office until the relevant information is publicly disclosed, except for the information involving the company’s violations of laws and regulations;
（14） Participate in relevant board secretary training.
Article 14 the Secretary of the board of directors has the following rights:
(I) have the right to know the financial and operating conditions of the company;
(II) have the right to participate in relevant meetings involving information disclosure;
(III) have the right to consult all documents related to information disclosure and require relevant departments and personnel of the company to provide relevant materials and information in time;
(IV) in case of improper obstruction and serious obstruction in the performance of duties, it can be reported directly to the board of supervisors. After the company is listed, it can be reported directly to the exchange;
(V) have the right to submit a personal statement report to the board of supervisors or the exchange after the company is listed on the stock exchange on the improper dismissal of the company or the situation related to resignation.
Article 15 the company undertakes the following obligations:
(I) provide necessary working conditions for the Secretary of the board of directors;
(II) directors, supervisors, senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors and provide materials and information required for information disclosure at the request of the Secretary of the board of directors;
(III) after listing, the company shall consult the Secretary of the board of directors from the perspective of information disclosure before making major decisions;
(IV) the company shall ensure that the Secretary of the board of directors participates in the follow-up training of the Secretary of the board of directors organized by the exchange as required during his tenure.
Chapter VI supplementary provisions
Article 16 matters not covered in these Rules shall be implemented in accordance with the company law and other relevant laws and regulations and the articles of association.
Article 17 matters not covered in these Rules shall be implemented in accordance with laws, regulations, the articles of association and other relevant provisions; In case of any conflict between these rules and relevant provisions of laws, regulations and the articles of association, the provisions of laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 18 the detailed rules shall come into force and come into force from the date of deliberation and adoption by the board of directors of the company, and the same shall apply when revising. Article 19 the right to amend and interpret these rules belongs to the board of directors of the company.
Sichuan Tianwei Electronic Co.Ltd(688511) March 25, 2022
