China Petroleum & Chemical Corporation(600028)
Working rules of the Board Secretary
It was deliberated and adopted at the 14th meeting of the 4th board of directors on May 13, 2011 and at the 7th Meeting of the 8th board of directors on March 25, 2022
Chapter I General Provisions
Article 1 in order to standardize the selection, performance, training and assessment of the Secretary of the board of directors of China Petroleum & Chemical Corporation(600028) (hereinafter referred to as the “company”), 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, the guidelines for the articles of association of listed companies of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) These rules are formulated in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the China Petroleum & Chemical Corporation(600028) articles of Association (hereinafter referred to as the “articles of association”) and its attachments.
Article 2 the company has a secretary of the board of directors, who is the senior management of the company and is responsible to the company and the board of directors.
Article 3 the Secretary of the board of directors is responsible for the preparation of the general meeting of shareholders and the meeting of the board of directors, the custody of documents, the management of the company’s shareholder information, and the handling of information disclosure, investor relations and other matters.
Article 4 the Secretary of the board of directors is the designated contact between the company and the stock exchange in the place where it is listed. He shall abide by laws, regulations and other normative documents and the relevant provisions of the articles of association and its annexes, and perform his duties faithfully and diligently.
Chapter II selection and departure
Article 5 to serve as the Secretary of the board of directors of the company, the following conditions shall be met:
(I) have good professional ethics and personal qualities;
(II) have the professional knowledge of finance, management and law necessary for performing their duties;
(III) have the necessary working experience for performing duties;
(IV) other conditions stipulated in the articles of association and its annexes and the securities regulatory rules of the place of listing.
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) circumstances in which the company law stipulates that he shall not serve as a director, supervisor or senior manager;
(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 listed companies, and the term has not expired;
(IV) having been subject to administrative punishment by the CSRC in the last three years;
(V) having been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(VI) the current supervisor of the company;
(VII) the accountant of the accounting firm hired by the company;
(VIII) other circumstances under which the local stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 7 the Secretary of the board of directors of the company shall be a natural person with necessary professional knowledge and experience, nominated by the chairman and appointed by the board of directors. If 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 8 the company shall, in accordance with the stock listing rules and other regulations, submit the personal information of the candidate Secretary of the board of directors, participate in the pre job training organized by the stock exchange and the relevant documents and information proving his competence through the “submission of candidate Secretary of the board of directors” column under “data filling” in the management system of Shanghai Stock Exchange, and pay attention to the feedback of Shanghai Stock Exchange in time.
After the company holds a meeting of the board of directors to appoint the Secretary of the board of directors, it shall make a timely announcement and submit the following materials to the Shanghai Stock Exchange:
(I) the letter of recommendation of the board of directors, including the statement that the Secretary of the board of directors meets the relevant requirements of Shanghai Stock Exchange, current position, work performance, personal morality and so on;
(II) a copy of the resume and academic certificate of the Secretary of the board of directors;
(III) letter of appointment of secretary of the board of directors or relevant resolutions of the board of directors;
(IV) the means of communication of the Secretary of the board of directors, 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 Shanghai Stock Exchange.
Article 9 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Article 10 the board of directors of the company shall appoint the Secretary of the board of directors within 3 months after the former Secretary of the board of directors leaves office.
Article 11 if the Secretary of the board of directors of the company 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 6 of these rules; In case of any of the circumstances listed in Item 1 or 2 of Article 6 of these rules, the Secretary of the board of directors shall immediately stop performing his duties and the company shall remove him according to regulations;
(II) unable to perform duties for more than 3 consecutive months;
(III) major mistakes or omissions in the performance of duties, causing heavy losses to the company and investors;
(IV) violating laws and regulations, local securities regulatory rules and articles of association, causing heavy losses to the company and investors.
When the Secretary of the board of directors is dismissed or resigns, the company shall timely report to the relevant stock exchange in accordance with the regulations, explain the reasons and make an announcement.
The Secretary of the board of directors may submit a personal statement report to the relevant stock exchange on the improper dismissal by the company or the situation related to resignation.
Article 12 during the vacancy of the Secretary of the board of directors, the board of directors shall timely appoint a director or senior manager to act as the Secretary of the board of directors, report to the relevant stock exchanges as required, 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 company shall act as the Secretary of the board of directors.
If the Secretary of the board of directors is vacant for more than 3 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 6 months.
Article 13 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 shall perform his duties on his behalf. During this period, the Secretary of the board of directors shall not be exempted from the responsibilities of the company’s information disclosure and other affairs.
The post holding conditions of securities affairs representatives shall be implemented with reference to Articles 5 and 6 of these rules.
After appointing a securities affairs representative, the company shall make a timely announcement and submit materials to the relevant stock exchanges in accordance with the provisions of paragraphs 2 and 3 of Article 8 of these rules.
Chapter III Performance of duties and punishment
Article 14 the Secretary of the board of directors shall assist the board of directors in promoting the improvement of the company’s governance level, be responsible for the company’s information disclosure and investor relations management, and perform other functions and powers authorized by the board of directors or required by the local stock exchange.
Article 15 the Secretary of the board of directors shall perform 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 company and relevant information disclosure obligors to abide by the relevant provisions of information disclosure;
(II) be responsible for the management of investor relations and coordinate the information communication between the company and securities regulatory authorities, investors, actual controllers, intermediaries, media, etc; Act as the specific person in charge of the investor briefing meeting, and be specifically responsible for formulating and implementing the work plan for convening the investor briefing meeting;
(III) prepare and organize the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of the general meeting of shareholders, the board of directors, the board of supervisors and relevant meetings of 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 immediately report and disclose to the relevant stock exchange in case of undisclosed major information disclosure;
(V) pay attention to media reports and take the initiative to verify the truth, and urge the company and other relevant subjects to reply to the inquiries of relevant stock exchanges in time;
(VI) organize the company’s directors, supervisors and senior managers to conduct training on relevant laws and regulations and relevant provisions of the stock exchange, 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 and regulations, relevant provisions of stock exchanges and the articles of association, urge directors, supervisors and senior managers to sign relevant statements and commitments in time, 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 the relevant stock exchanges 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 and the local stock exchange. Article 16 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, financial principals, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
The chairman of the board of directors shall protect the Secretary of the board of directors’ right to know, create good working conditions for him to perform his duties, and shall not obstruct him from exercising his functions and powers according to law in any form.
In order to perform his duties, the Secretary of the board of directors has the right to participate in relevant meetings, consult relevant documents, understand the company’s finance and operation, and have the right to require relevant departments and personnel of the company to provide relevant materials and information in time.
When the Secretary of the board of directors is unduly obstructed or seriously obstructed in the process of performing his duties, he may directly report to the relevant stock exchange.
Article 17 when the Secretary of the board of directors needs to know the situation and progress of major events, relevant departments (including the company’s holding subsidiaries and joint-stock companies) and personnel shall actively cooperate and assist, reply in a timely, accurate and complete manner, and provide relevant materials as required.
Where directors, supervisors and senior managers report major events to the board of directors and the board of supervisors of the company, they shall notify the Secretary of the board of directors at the same time.
After receiving the report on major matters of the company, the chairman of the board of directors shall require the Secretary of the board of directors to perform the obligation of information disclosure in time.
Article 18 the controlling shareholders, actual controllers, directors, supervisors, senior managers and other employees of the company shall inform the Secretary of the board of directors before accepting the investigation of institutions and individuals engaged in securities analysis, consulting and other securities services, and institutions and individuals engaged in securities investment. In principle, the Secretary of the board of directors shall participate in the investigation in the whole process. The company shall form written research records on the research process and communication contents, and the personnel participating in the research and the Secretary of the board of directors shall sign for confirmation. If qualified, the investigation process can be recorded and videotaped.
Article 19 the company shall focus on strengthening the management and control of its holding subsidiaries, and the holding subsidiaries shall timely submit important documents such as resolutions of the board of directors and resolutions of the general meeting of shareholders to the Secretary of the board of directors.
Article 20 the company sets up the office of the board of directors as the daily work organization for the Secretary of the board of directors to perform his duties, and is responsible for the company’s information disclosure, investor relations management and corporate governance.
Article 21 if the Secretary of the board of directors violates relevant laws and regulations or the securities regulatory rules of the place where the company is listed and the provisions of these rules, resulting in serious impact or loss to the company, the company has the right to investigate his responsibility according to the relevant management system according to the seriousness of the circumstances.
Chapter IV training and assessment
Article 22 the company shall submit the certification materials of the Secretary of the board of directors participating in the follow-up training organized by the stock exchange once a year.
Chapter V supplementary provisions
Article 23 in case of any matters not covered in these rules or conflict with the laws, administrative regulations, listing place regulatory rules and other normative documents issued from time to time, the laws, administrative regulations, listing place regulatory rules and other normative documents shall prevail.
Article 24 the board of directors shall be responsible for the revision and interpretation of the rules from the date of approval by the board of directors.
