In order to promote the standardized operation of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as the “company”) and clarify the responsibilities and authorities 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”) and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) This system is formulated in accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation (hereinafter referred to as the “standardized operation guidelines”) and other laws, regulations and normative documents, as well as the relevant provisions of the Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”).
The Secretary of the board of directors is the senior management of the company, responsible to the company and the board of directors, and shall perform his duties faithfully and diligently.
The relevant provisions of laws, regulations 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 the securities regulatory authority and Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”).
The office of the board of directors of the company is the information disclosure department, which is managed by the Secretary of the board of directors. 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.
To serve as the Secretary of the board of directors of the company, the following conditions shall be met:
(I) have a degree or professional title capable of working as a secretary of the board of directors, and have worked in law, finance, finance and management for more than 3 years;
(II) have the professional knowledge of law, finance, finance and enterprise management necessary for performing their duties;
(III) have good professional ethics and personal quality, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully;
(IV) be familiar with the company’s operation and management, and have good organization, coordination and communication skills;
(V) obtain the training certificate of the Secretary of the board of directors issued by the stock exchange.
A person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
(I) any of the circumstances under which the company law stipulates that he shall not be a senior manager of the company;
(II) having been subject to administrative punishment by the CSRC in the last three years;
(III) having been publicly recognized by the stock exchange as unfit to serve as the Secretary of the board of directors of a listed company;
(IV) having been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(V) during the past three years as the Secretary of the board of directors of the company, the stock exchange has “failed” its annual assessment results for more than two times in total;
(VI) the current supervisor of the company;
(VII) the certified public 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;
(VIII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
The above period shall be calculated according to the deadline for the board of directors to elect the Secretary of the board of directors to consider the employment proposal. The Secretary of the board of directors shall report to the Secretary of the board of directors whether he knows the existence of the candidate mentioned above within the first time. If a candidate for secretary of the board of directors is under any of the circumstances listed in paragraph 1 of this article, the company shall not submit it to the board of directors for voting as a candidate for secretary of the board of directors. The Secretary of the board of directors shall be nominated by the chairman, appointed or dismissed by the board of directors, and reported to the stock exchange for filing and announcement.
The company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Under any of the following circumstances, the company shall dismiss the Secretary of the board of directors within 1 month from the date of occurrence of relevant facts:
(I) any situation specified in Article 7 of the system occurs;
(II) unable to perform duties for more than 3 consecutive months;
(III) major mistakes or omissions occur in the performance of duties, causing heavy losses to investors;
(IV) violating laws, administrative regulations or other normative documents, articles of association, etc., causing heavy losses to investors.
When the Secretary of the board of directors is dismissed, the company shall timely report to the 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 the stock exchange on the improper dismissal of the company.
If the Secretary of the board of directors is dismissed or resigns, he shall accept the departure review of the board of directors and the board of supervisors of the company, and handle the handover procedures of relevant archives and specific work.
After the Secretary of the board of directors is dismissed or resigns, he shall still bear the responsibility of the Secretary of the board of directors before he fails to fulfill the obligations of reporting and announcement, or fails to complete the leaving review, file transfer and other procedures.
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 stock exchange for the record, 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 legal representative of the company shall act as the Secretary of the board of directors.
If the Secretary of the board of directors of the company is vacant for more than 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.
The Secretary of the board of directors is responsible for the management of the company’s information disclosure, including:
(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;
(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 timely report and disclose to the stock exchange in case of undisclosed major information disclosure;
(V) pay attention to the media reports and actively verify the authenticity of the reports, and urge the board of directors of the company to respond to the inquiries of the stock exchange in time;
(VI) organize the company’s directors, supervisors and senior managers to receive training in relevant laws, administrative regulations, these rules and relevant provisions, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) when knowing that the directors, supervisors and senior managers of the company violate laws, administrative regulations, departmental rules, other normative documents, listing rules, other provisions of the stock exchange and the articles of association, or the company makes or may make resolutions in violation of relevant provisions, they shall remind relevant personnel and report to the stock exchange immediately;
(VIII) be responsible for the management of changes in the company’s shares and their derivatives, keep the information on the shares held by the company’s directors, supervisors, senior managers, controlling shareholders and their directors, supervisors and senior managers, and disclose the changes in the shares held by the company’s directors, supervisors and senior managers;
(IX) other duties required by the company law, the CSRC and the stock exchange.
The Secretary of the board of directors shall urge the directors, supervisors, senior managers, controlling shareholders and actual controllers to sign the declaration and commitment of directors (supervisors, senior managers, controlling shareholders and actual controllers) in time, and submit written and electronic documents in the way and manner specified by the stock exchange.
If the Secretary of the board of directors violates the provisions of laws, regulations and other normative documents or the articles of association, he shall be investigated for corresponding responsibilities in accordance with relevant laws, regulations and other normative documents or the articles of association.
The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, chief financial officer and other senior managers and relevant personnel of the company shall cooperate with the Secretary of the board of directors in performing his duties. The Secretary of the board of directors shall be notified immediately of the major information to be disclosed.
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 involving information disclosure, consult all documents related to information disclosure, and 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 stock exchange.
When the company holds the general manager’s office meeting and other meetings involving major matters of the company, it shall timely inform the Secretary of the board of directors to attend as nonvoting delegates and provide meeting materials.
The Secretary of the board of directors shall sign a confidentiality agreement with the company and promise to continue to perform the obligation of confidentiality during the term of office and after leaving office until the relevant information is disclosed to the public. However, the information involving the company’s illegal acts does not belong to the scope of confidentiality that should be performed as mentioned above.
The board of directors of the company shall 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 his responsibilities.
After appointing the Secretary of the board of directors and securities affairs representative, the board of directors of the company shall make a timely announcement and submit the following materials to the stock exchange:
(I) the letter of recommendation of the board of directors, including the statement that the Secretary of the board of directors and the securities affairs representative meet the employment conditions specified in these rules, current position, work performance, personal morality, etc;
(II) letter of appointment of secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors;
(III) 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 address;
(IV) resumes and copies of academic certificates of the Secretary of the board of directors and securities affairs representative.
In case of any change in the above materials related to the means of communication, the company shall timely submit the changed materials to the stock exchange.
Matters not covered in this system shall be implemented in accordance with national laws, administrative regulations, departmental rules and other normative documents, the articles of association and relevant systems of the company. In case of any conflict between this system and the laws and regulations newly issued by the state and the provisions newly issued by the CSRC and the stock exchange in the future, the conflicting part shall be subject to the national laws and regulations and the provisions newly issued by the CSRC and the stock exchange, and the system shall be revised accordingly in time.
The terms “above” and “within” in this system include this number; “Over” does not include this number. The system shall be interpreted by the board of directors of the company.
The system shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply to modification.
