Working system for the Secretary of the board of directors of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (revised in 2022)
(reviewed and approved by the 32nd meeting of the 9th board of directors of the company)
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the company) in accordance with the law, further improve the level of corporate governance, clarify the duties and authorities of the Secretary of the board of directors, and ensure that the Secretary of the board of directors earnestly performs the obligation of diligence, This working system is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and other normative documents.
Article 2 the Secretary of the board of directors of the company is the senior management of the company, who is responsible to the company and the board of directors, undertakes the obligations required by laws, regulations and the articles of Association for the senior management of the company, and enjoys corresponding work powers. Article 3 the Secretary of the board of directors of the company is the designated contact between the company and Shanghai Stock Exchange. Be responsible for handling information disclosure, corporate governance, equity management and other matters within its relevant responsibilities in the name of the company. Article 4 the company sets up the office of the board of directors, which is the management department of the company’s information disclosure affairs. The Secretary of the board of directors is in charge of the office of the board of directors.
Article 5 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. Chapter II appointment and removal of the Secretary of the board of directors
Article 6 the board of directors shall appoint the Secretary of the board of directors within three months after the company’s initial public offering and listing, or within three months after the former Secretary of the board of directors leaves office.
Article 7 the Secretary of the board of directors shall have the financial, management, legal and other professional knowledge and work experience necessary for the performance of his duties, and have good professional ethics and personal quality. A person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(I) the circumstances stipulated in article 4.3.3 of the listing rules that a listed company may not serve as a director, supervisor or senior manager;
(II) having been subject to administrative punishment by the CSRC in the last three years;
(III) having been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(IV) the current supervisor of the company;
(V) other circumstances that Shanghai Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Article 8 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 qualifications of securities affairs representatives shall be implemented with reference to Article 7 of these systems.
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 Shanghai 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 the listing rules, current position, work performance, personal morality and so on;
(II) resumes and copies of academic certificates of the Secretary of the board of directors and securities affairs representative;
(III) letter of appointment of secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors;
(IV) 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.
In case of any change in the above materials related to the means of communication, the company shall submit the changed materials to the Shanghai Stock Exchange in time.
Article 10 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 the Shanghai Stock Exchange, explain the reasons and make an announcement.
The Secretary of the board of directors may submit a personal statement report to Shanghai Stock Exchange on the improper dismissal by the company or the situation related to resignation.
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 7 of the system;
(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 and investors; (IV) violating laws and regulations, relevant provisions of the exchange and the articles of association, causing heavy losses to the company and investors.
Article 12 If the Secretary of the board of directors of the company is dismissed or resigned, 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. If the Secretary of the board of directors fails to complete the above reporting and announcement obligations after his resignation, or fails to complete the departure review, documents and work handover procedures, he shall still assume the responsibilities of the Secretary of the board of directors.
Article 13 during the vacancy of the Secretary of the board of directors of the company, 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 Shanghai Stock Exchange, 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 of the company has been 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.
Chapter III Performance of the Secretary of the board of directors
Article 14 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 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) assist the board of directors in strengthening the construction of corporate governance mechanism, including organizing, preparing and attending the meetings of the board of directors and its special committees, the meetings of the board of supervisors and the meetings of the general meeting of shareholders; Establish and improve the company’s internal control system; Actively promote the company to avoid horizontal competition, reduce and standardize related party transactions; Actively promote the company to establish and improve the incentive and restraint mechanism; Actively promote the company to assume social responsibility.
(IV) 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; (V) be responsible for the confidentiality of the company’s information disclosure, and immediately report and disclose to the Shanghai Stock Exchange in case of undisclosed major information disclosure;
(VI) be responsible for the registration and filing of insiders of the company;
(VII) 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 inquiry of the exchange in time;
(VIII) assist the board of directors in formulating the development strategy of the company’s capital market, and assist in planning or implementing the refinancing or merger and reorganization of the company’s capital market.
(IX) be responsible for the training of the company’s standardized operation, organize the training of the company’s directors, supervisors and senior managers on relevant laws and regulations and relevant provisions of Shanghai Stock Exchange, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(x) urge directors, supervisors and senior managers to abide by laws and regulations, relevant provisions of Shanghai 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 Shanghai stock exchange immediately and truthfully;
（11） Be responsible for the management of changes in the company’s shares and their derivatives;
（12） Other duties required by laws and regulations and Shanghai Stock Exchange.
Article 15 in order to perform his duties, the Secretary of the board of directors of the company has the right to know the financial and business conditions of the company, consult all documents within the scope of his duties, and require relevant departments and personnel of the company to provide relevant materials and information in time. 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 of the company may directly report to the Shanghai stock exchange if he is improperly obstructed or seriously obstructed in the process of performing his duties.
Article 16 before making a major decision, the company shall consult the Secretary of the board of directors from the perspective of information disclosure.
Chapter IV supplementary provisions
Article 17 the Secretary of the board of directors shall abide by the provisions of laws and regulations, the articles of association and other systems, earnestly perform his duties and safeguard the interests of the company. If there are major errors in information disclosure and adverse effects due to the failure to operate in accordance with relevant laws and regulations, such as data collection, preparation of announcements and submission, the company will investigate the responsibility of the Secretary of the board of directors according to the relevant provisions of the information disclosure management system and the seriousness of the case.
Article 18 for matters not covered in this system, the Secretary of the board of directors shall implement them in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 19 the working system shall be interpreted by the board of directors of the company.
Article 20 the working system shall be implemented from the date of deliberation and approval by the board of directors of the company.
