Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Working rules of the Secretary of the board of directors
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II qualifications of the Secretary of the board of Directors Chapter III main responsibilities of the Secretary of the board of Directors Chapter IV employment and dismissal of the Secretary of the board of Directors 3 Chapter V Supplementary Provisions seven
Article 1 in order to regulate the behavior of the Secretary of the board of directors of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as the “company”) and protect the legitimate rights and interests of investors, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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 and the articles of association on the company’s senior managers are applicable to the Secretary of the board of directors. Article 3 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Chapter II qualifications of the Secretary of the board of directors
Article 4 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, have good professional ethics and personal morality, and obtain the qualification certificate of secretary of the board of directors issued by Shanghai Stock Exchange.
Article 5 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
(I) one of the circumstances specified in Article 146 of the company law;
(II) less than three years have elapsed since the last administrative penalty imposed by the CSRC;
(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) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VI) being publicly recognized by the exchange as unfit to serve as senior managers of listed companies, and the term has not expired;
(VII) being placed on file for investigation by judicial organs due to suspected crimes or being placed on file for investigation by CSRC due to suspected violations of laws and regulations, and there is no clear conclusion;
(VIII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 6 the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company. 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. Article 7 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 act in a dual capacity.
Chapter III main responsibilities of the Secretary of the board of directors
Article 8 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for the timely communication and liaison between the company and relevant parties and the stock exchange and other securities regulatory authorities;
(II) be responsible for handling the company’s information disclosure affairs, urging the company to formulate and implement the information disclosure management system and the internal reporting system of major information, and promoting the company and relevant parties to fulfill the obligation of information disclosure according to law; (III) coordinate the relationship between the company and investors, receive investors’ visits, answer investors’ inquiries, and provide investors with the information disclosed by the company;
(IV) prepare the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, and prepare and submit the documents of the board of directors and the general meeting of shareholders to be considered;
(V) attend the meeting of the board of directors, make meeting minutes and sign;
(VI) be responsible for the confidentiality work related to the company’s information disclosure obligations, formulate confidentiality measures, urge all members of the board of directors and relevant insiders to keep secrets before the formal disclosure of relevant information, and take remedial measures in time in case of disclosure of insider information;
(VII) be responsible for keeping the company’s register of shareholders, the register of directors, the information of controlling shareholders, directors, supervisors and senior managers holding the company’s shares, as well as the meeting documents and minutes of the board of directors and the general meeting of shareholders; (VIII) be responsible for organizing and coordinating the management of the company’s shares held by the company’s directors, supervisors and senior managers and their changes, urging the company to formulate special systems, manage the identity of the company’s directors, supervisors and senior managers and the data and information of the company’s shares held by them, uniformly handle the online declaration of personal information for the directors, supervisors and senior managers, and regularly check the directors, supervisors The disclosure of the trading of the company’s shares by senior managers, and the illegal trading of the company’s shares by directors, supervisors and senior managers shall be submitted to the board of directors to take accountability measures.
(IX) be responsible for the management of the company’s media public relations, coordinate and unify the caliber of the company’s external publicity and information disclosure, establish and improve the media information collection and feedback media crisis management mechanism, coordinate the company to respond to media queries in time, and properly deal with the false information that has a significant impact on the company.
(x) be responsible for organizing and coordinating the training of the company’s relevant laws and securities business knowledge, and urge the company’s directors, supervisors, senior managers, actual controllers, shareholders holding more than 5% shares and their legal representatives to participate in the training of relevant laws and securities business knowledge.
（11） Urge the board of directors to exercise its functions and powers according to law; When the resolution proposed by the board of directors violates laws, administrative regulations, departmental rules and the articles of association, it shall remind the directors attending the meeting and request the supervisors attending the meeting to express their opinions on it; If the board of directors insists on making the above resolution, the Secretary of the board of directors shall record the opinions of relevant supervisors and their individuals in the minutes of the meeting;
（12） Provide advice and suggestions for major decisions of the company;
（13） Other duties required by the company law.
Article 9 the company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in his work. The Secretary of the board of directors has the right to know the financial and operating conditions of the company in order to perform his duties, and may require relevant departments and personnel of the company to provide relevant materials and information in time.
Article 10 the Secretary of the board of directors may directly report to the stock exchange where the company’s shares are listed if he is unduly hindered or seriously obstructed in the performance of his duties.
Chapter IV employment and dismissal of the Secretary of the board of directors
Article 11 the company shall appoint the Secretary of the board of directors within 3 months after the initial public offering of shares is listed or within 3 months after the former Secretary of the board of directors leaves office.
Article 12 the company shall submit the following materials to Shanghai Stock Exchange five trading days before the meeting of the board of directors at which the Secretary of the board of directors is appointed:
(I) the recommendation of the board of directors, including the description of the recommended person’s qualification, current position, work performance and personal morality;
(II) resume, academic certificate (copy) and qualification certificate of secretary of the board of directors (copy) of the recommended person;
(III) letter of appointment of the recommended person or relevant resolutions of the board of directors;
(IV) the communication mode of the recommended person, including office telephone, mobile phone, fax communication 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.
If Shanghai Stock Exchange has no objection to the qualification of the candidate for secretary of the board of directors, the company may convene a meeting of the board of directors to appoint the Secretary of the board of directors.
Article 13 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, the securities affairs representative shall exercise his rights and perform his duties. During this period, the Secretary of the board of directors shall not be exempted from the responsibility of the company’s information disclosure firm.
Securities affairs representatives shall participate in the qualification training of the Secretary of the board of directors organized by Shanghai Stock Exchange and obtain the qualification certificate of the Secretary of the board of directors.
Article 14 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) letter of appointment of the Secretary of the board of directors or the representative 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, mobile phone, fax, mailing address and special e-mail address;
(III) the communication mode of the chairman of the company, including office phone, mobile phone, fax, communication 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 the Shanghai Stock Exchange.
Article 15 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, the company shall timely report to Shanghai Stock Exchange, explain the reasons and make an announcement; The Secretary of the board of directors has the right to submit personal written statements and reports to Shanghai Stock Exchange on improper dismissal or resignation by the company.
Article 16 if the Shanghai Stock Exchange suggests the company to replace the Secretary of the board of directors in accordance with relevant rules, or the Secretary of the board of directors is under any of the following circumstances, the company shall dismiss the Secretary of the board of directors within one month from the date of occurrence:
(I) one of the circumstances specified in Article 5 of these rules occurs;
(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 or investors; (IV) violating national laws, administrative regulations, departmental rules and other regulations and the articles of association, causing heavy losses to the company or investors.
Article 17 the company shall sign a confidentiality agreement with the Secretary of the board of directors when appointing him, requiring him to promise to continue to perform the obligation of confidentiality during his term of office and after leaving his post. 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 relevant archives and documents and matters being handled or to be handled under the supervision of the board of supervisors of the company.
Article 18 during the vacancy of the Secretary of the board of directors of the company, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, report to Shanghai stock exchange for filing, 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.
Article 19 after the vacancy period 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 and complete the appointment of the Secretary of the board of directors within six months.
Article 20 the company shall ensure that the Secretary of the board of directors shall participate in the follow-up training of the Secretary of the board of directors organized by Shanghai Stock Exchange as required.
Article 21 the Secretary of the board of directors shall strictly abide by the provisions of laws, regulations and these rules and fulfill his duties.
If the Secretary of the board of directors causes the following situations due to dereliction of duty, malfeasance or violation of laws and regulations during his tenure, the company shall implement corresponding accountability measures for the Secretary of the board of directors according to the seriousness of the circumstances:
(I) the company’s information disclosure is not standardized, including incomplete, inaccurate or corrected information disclosure for many times within a year; If the information in the temporary report or periodic report is not timely, the periodic report shall replace the temporary announcement, and the announcement obligation shall be replaced by the form of press release, answering reporters’ questions, speeches by leaders of the general meeting of shareholders, etc; Failed to pay attention to and properly respond to the questioning reports of major media and important market rumors involving the company in time; Selective disclosure during research of reception institutions and investors.
(II) the operation of corporate governance is not standardized, including the company’s articles of association, “three meetings” operation and other systems do not comply with the provisions of relevant laws and regulations or have major defects, the composition of the board of directors and the board of supervisors or the employment of directors, supervisors and senior managers do not comply with the provisions of relevant laws and regulations, and have not been corrected in time; The convening and voting procedures of the general meeting of shareholders and the meeting of the board of directors are not standardized, and the relevant resolutions violate the provisions of laws and regulations; The right of minority shareholders to participate in the general meeting of shareholders according to law is improperly restricted; The company’s major investment, asset acquisition or transfer, use of raised funds, related party transactions, external guarantees and other matters fail to perform the examination and approval procedures as required; The minutes and resolutions of the general meeting of shareholders and the board of directors of the company are not kept as required.
(III) the company’s investor relations management and other work are not in place, including the investor hotline has not been answered for a long time, and the investor’s letters and visits have not been properly replied in time, resulting in the intensification of contradictions; Lack of management over the shareholding of directors, supervisors and senior managers of the company, and frequent illegal trading of shares of the company by directors, supervisors, senior managers and major shareholders; The registration and management of insider information is not in place, resulting in insider information disclosure and insider trading problems for many times.
(IV) inadequate cooperation with the securities regulatory authorities, including failure to timely deliver the documents and notices of the securities regulatory authorities to the company’s main principals and other senior executives; Failing to attend the meeting organized by the securities regulatory department as required; Failing to submit documents and materials to the securities regulatory authorities as required, or providing false reports to the securities regulatory authorities; Failure to cooperate or even obstruct the securities regulatory authorities from investigating the company according to law; The company fails to report to the securities regulatory authority in the first time when there are violations or major risks.
(V) violation and dishonesty, including the company being criticized by the securities regulatory department, taking administrative supervision measures or filing a case for inspection, or being criticized or publicly condemned by the Shanghai stock exchange due to violation of information disclosure or governance operation; The Secretary of the board of directors takes advantage of his position to infringe on the interests of the company, seek private interests for himself or others, disclose the company’s trade secrets or insider information, engage in insider trading, or buy and sell the company’s shares in violation of regulations. If the Secretary of the board of directors is in any of the above situations, the board of supervisors of the company shall be responsible for checking and proposing corresponding accountability measures, which shall be reported to the board of directors of the company for decision.
Article 22 the internal accountability measures for the Secretary of the board of directors include: ordering review, circulating a notice of criticism, warning, withholding wages, salary reduction, demotion, limiting equity incentive and compensating losses.
Chapter V supplementary provisions
Article 23 for matters not covered in these rules, the company shall implement them in accordance with relevant laws, administrative regulations, normative documents and the articles of association.
Article 24 The term “above” as mentioned in these rules includes this number; “Over”, excluding this number.
Article 25 these Rules shall come into force after being adopted at the meeting of the board of directors of the company.
Article 26 the board of directors of the company shall be responsible for the interpretation of these rules.
