Estun Automation Co.Ltd(002747)
Working system of the Secretary of the board of directors
(March 2022)
Chapter I General Provisions
Article 1 in order to standardize the behavior of the Secretary of the board of directors, strengthen the guidance on the work of the Secretary of the board of directors and give full play to the role of the Secretary of the board of directors, in accordance with the relevant provisions of the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board and the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association"), Formulate this system.
Article 2 These rules are applicable to the post of secretary of the board of directors and are the main basis for the board of directors to assess the work of the Secretary of the board of directors.
Chapter II senior management qualifications and powers of the Secretary of the board of directors
Article 3 senior management qualification of the Secretary of the board of directors
1、 As senior executives of listed companies, the Secretary of the board of directors shall be responsible to the company and the board of directors;
2、 During the vacancy of the Secretary of the board of directors, the company shall appoint a director or senior manager to perform his duties on his behalf, and the chairman of the board of directors shall perform his duties before the designated person takes office;
3、 The securities affairs representative shall bear due legal and compliance responsibilities, and the Secretary of the board of directors shall bear reasonable responsibilities for the acts of the securities affairs representative performing his duties on his behalf.
Article 4 powers of the Secretary of the board of directors
1、 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, and shall respond to the inquiries raised by the Secretary of the board of directors in a timely and truthful manner;
2、 In order to perform his duties, the Secretary of the board of directors has the right to know the financial and operating conditions of the company, participate in relevant meetings involving information disclosure, consult all documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in time;
3、 The company shall provide guarantee for the Secretary of the board of directors to participate in relevant activities such as business training of regulatory authorities and exchanges;
4、 No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors.
Chapter III qualifications and responsibilities of the Secretary of the board of directors
Article 5 qualification of secretary of the board of directors:
1、 A natural person who has a college degree or above and has been engaged in secretarial, management and equity affairs for more than three years;
2、 The Secretary of the board of directors shall master the professional knowledge of finance, taxation, law, finance, enterprise management, computer application, etc., have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, be able to faithfully perform his duties, have good communication skills, strong language expression ability and flexible handling ability;
3、 Directors and other senior managers of the company may concurrently serve as the Secretary of the board of directors, but supervisors shall not concurrently serve; 4、 A person who is not allowed to serve as a senior manager of the company or is not suitable to serve as the Secretary of the board of directors shall not serve as the Secretary of the board of directors of a listed company;
5、 Obtain the qualification certificate of the Secretary of the board of directors of the exchange;
6、 The Secretary of the board of directors shall be nominated by the chairman of the company and appointed or dismissed by the board of directors;
7、 If the Secretary of the board of directors is unable to perform his duties for more than three consecutive months, the company shall dismiss him. The company's board of directors shall have sufficient reasons for dismissing the Secretary of the board of directors. When the Secretary of the board of directors is dismissed or resigns, the board of directors shall report to the regulatory authority and the exchange, explain the reasons and make a timely announcement;
8、 When the company holds a meeting of the board of directors to appoint the Secretary of the board of directors, it shall submit the materials of the candidates to the exchange five trading days in advance for pre qualification;
9、 While appointing the Secretary of the board of directors, the company shall appoint another securities affairs representative to assist the Secretary of the board of directors in performing his duties. The securities affairs representative shall receive the qualification training of the Secretary of the board of directors of the exchange and obtain the qualification certificate of the Secretary of the board of directors;
10、 The company shall appoint the Secretary of the board of directors within three months after the initial public offering and listing of shares or within three months after the former Secretary of the board of directors leaves office. During the vacancy period 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 and report to the bourse, 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 vacancy period of the Secretary of the board of directors of the company 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 6 duties of the Secretary of the board of directors
1、 The Secretary of the board of directors is the designated contact person between the company and the regulatory authority and the exchange, responsible for the timely communication and liaison between the company and the regulatory authority and the exchange, preparing and submitting the reports and documents required by the regulatory authority and the exchange, and organizing the completion of the tasks deployed by the regulatory authority and the exchange;
2、 Prepare the meeting of the board of directors and the general meeting of shareholders in accordance with legal procedures, be responsible for the minutes of the meeting, and sign the minutes of the meeting;
3、 Be responsible for coordinating and organizing information disclosure of listed companies according to law, including establishing information disclosure system, receiving visits, answering inquiries, providing investors with publicly disclosed materials of the company, and promoting listed companies to disclose information in a timely, legal, true and complete manner;
4、 To attend relevant meetings involving information disclosure as nonvoting delegates, the relevant departments and personnel of the listed company shall provide the Secretary of the board of directors with the materials and information required for information disclosure in time. Before making major decisions, the company shall consult the Secretary of the board of directors from the perspective of information disclosure;
5、 Be responsible for the confidentiality of information and formulate confidentiality measures. In case of disclosure of inside information, take remedial measures to explain and clarify in time, and report to the exchange and regulatory authorities;
6、 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 and the seal of the board of directors, as well as the meeting documents and minutes of the board of directors and the general meeting of shareholders;
7、 Assist directors, supervisors and senior managers to understand the laws, administrative regulations, departmental rules, listing rules and articles of association related to information disclosure, as well as the responsibilities set for them in the listing agreement;
8、 Assist the board of directors in exercising its functions and powers according to law; When the board of directors makes a resolution in violation of laws and regulations, the articles of association and the relevant provisions of the exchange, it shall timely remind the board of directors. If the board of directors insists on making the above resolution, it shall record the situation in the minutes of the meeting, submit the minutes of the meeting to all directors and supervisors of the listed company immediately, and have the right to report to the regulatory authority and the exchange;
9、 Provide advice and suggestions for major decisions of listed companies;
10、 Other duties stipulated in the articles of association and relevant laws and regulations.
Article 7 when appointing the Secretary of the board of directors, the board of directors of the company shall submit the following documents to the regulatory authority and the exchange; Ensure that regulators and exchanges can contact them at any time:
1、 The recommendation letter of the board of directors, including the description, position, work performance and personal morality of the recommended person who meets the qualifications of these rules;
2、 Resume and academic certificate of the recommended person (copy);
3、 The qualification certificate of secretary of the board of directors obtained by the recommended person (copy).
4、 Letter of appointment of secretary of the board of directors;
5、 The means of communication of the Secretary of the board of directors, including office telephone, residential telephone, mobile phone, fax, mailing address and special e-mail address;
6、 The communication mode of the chairman of the company, including office phone, mobile phone, fax, communication address and special e-mail address;
7、 Other materials required by regulatory authorities and exchanges.
Article 8 matters related to the work of the board of directors
(I) complete the preparations for the board of directors in time in accordance with relevant laws, regulations and the articles of Association; (II) deliver the notice of the meeting of the board of directors and the meeting materials to all directors in the prescribed manner and time; (III) attend the meeting of the board of directors as nonvoting delegates and be responsible for the meeting minutes, ensure the authenticity, accuracy and integrity of the records, and sign on the meeting minutes; The minutes of the board meeting shall contain the following contents:
1. Session, time, place and mode of the meeting
2. Issuance of meeting notice;
3. Convener and moderator of the meeting;
4. Directors' attendance in person and entrusted attendance;
5. A description of the convening of the meeting and its procedures;
6. Proposals considered at the meeting, key points and main opinions of each director on relevant matters, and voting intention on the proposal;
7. Voting method and voting result of each proposal (specify the specific number of affirmative, negative and abstention votes); 8. Other matters that the directors attending the meeting think should be recorded;
In addition to the minutes of the meeting, the Secretary of the board of directors can also make concise minutes of the meeting, and make separate records of the resolutions formed by the meeting according to the statistical voting results.
(IV) announce the resolutions of the board of directors and relevant materials after the meeting of the board of directors in accordance with relevant laws, regulations and the provisions of Shenzhen Stock Exchange;
(V) carefully keep the meeting documents and minutes of the board of directors in accordance with the provisions of the articles of association, bind them into volumes and establish archives.
Article 9 work matters related to the general meeting of shareholders
(I) timely complete the preparations for the general meeting of shareholders in accordance with relevant laws, regulations and the articles of Association; (II) notify the shareholders of the company 20 days before the annual general meeting and 15 days before the extraordinary general meeting, and make an announcement in accordance with relevant laws, regulations and the provisions of Shenzhen Stock Exchange. The notice of the meeting shall contain the following contents:
1. Date, place and duration of the meeting;
2. Matters submitted to the meeting for consideration;
3. Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote. The agent of the shareholder does not need to be the shareholder of the company;
4. The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
5. The time and place of delivery of the power of attorney;
6. Name and telephone number of permanent contact person for conference affairs.
(III) before the meeting, obtain the register of shareholders entitled to attend the meeting as required, and establish the attendance book of participants; Be responsible for checking whether the qualifications of shareholders (including agents) attending the meeting are legal and valid according to the aforesaid register of shareholders on the date of the meeting, and have the right to refuse shareholders (including agents) who do not have legal qualifications to enter the meeting place and attend the meeting;
(IV) before the shareholders' meeting is held, the following information shall be placed at the meeting address specified in the meeting notice for the inspection of shareholders (including shareholders' agents) attending the meeting:
1. The full text of the proposal to be submitted to the general meeting of shareholders for deliberation;
2. Contracts and / or agreements on major matters such as foreign investment, guarantee, acquisition, merger and reorganization to be considered by the general meeting of shareholders, as well as the explanations and explanations made by the board of directors on the causes, necessity, feasibility and economic interests of the above-mentioned major matters;
3. The interests of the matters to be considered by the general meeting of shareholders with the company's shareholders, current directors, supervisors, general manager or other senior managers, the nature and extent of the interests, and the impact of such interests on the company and other shareholders other than affiliated shareholders;
4. Other relevant information that the board of Directors considers helpful for shareholders (including shareholders' agents) attending the meeting to make decisions on the proposal.
(V) assist the board of directors to convene the general meeting of shareholders according to law and on the date of announcement; When the general meeting of shareholders cannot be held normally or fails to make any resolution due to force majeure or other abnormal reasons, assist the board of directors to explain the reasons to the stock exchange and make an announcement according to the regulations. The board of directors of the company is obliged to take necessary measures to resume the general meeting of shareholders as soon as possible;
(VI) assist the board of directors and the board of supervisors to take necessary measures to ensure the seriousness and normal order of the general meeting of shareholders;
(VII) keep minutes of the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association. The minutes shall contain the following contents:
1. Time, place, agenda and name of convener of the meeting;
2. The names of the chairman of the meeting and the directors, supervisors, Secretary of the board of directors, managers and other senior managers attending or attending the meeting as nonvoting delegates;
3. The number of shareholders and agents attending the meeting, the total number of voting shares held and their proportion in the total number of shares of the company;
4. The deliberation process, speech points and voting results of each proposal;
5. The inquiry opinions and suggestions of shareholders and the reply or explanation of the board of directors and the board of supervisors;
6. Names of lawyers, tellers and scrutineers;
7. Other contents that the shareholders' meeting considers and the articles of association shall be included in the minutes of the meeting;
8. The minutes of the general meeting of shareholders shall be signed by the directors and recorder attending the meeting.
(VIII) timely announce the resolutions of the general meeting of shareholders in accordance with relevant laws, regulations and the provisions of Shenzhen Stock Exchange;
(IX) carefully manage and save the documents and minutes of the general meeting of shareholders of the company, bind them into volumes and establish archives.
Article 10 information disclosure
(I) in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange, earnestly cooperate with Shenzhen Stock Exchange to complete the semi annual verification of information disclosure;
(II) information disclosure shall be based on the principles of authenticity, timeliness and fairness, and shall meet the requirements of timeliness, accuracy, integrity and compliance;
(III) the timeliness of information disclosure shall meet the following requirements:
l. Prepare and disclose periodic reports within legal time;
2. Timely announce the disclosure time limit of interim report information in accordance with relevant laws, regulations and the rules of Shenzhen Stock Exchange;
3. Timely report to the Shenzhen Stock Exchange in accordance with the time limit for temporary report information disclosure stipulated by relevant laws, regulations and rules of Shenzhen Stock Exchange.
4. While disclosing information, the company shall submit relevant materials to relevant competent departments;
5. Timely deliver and disclose relevant documents on designated websites in accordance with regulations.
6. In case of major events specified by Shenzhen Stock Exchange, the company shall timely report to the relevant competent authorities, timely perform the obligation of information disclosure and explain the essence of the event.
(IV) the accuracy of information disclosure shall meet the following requirements:
l. Ensure the accuracy of key words or figures (including electronic documents) of announcement documents;
2. The announcement manuscript shall be concise, clear and clear;
3. Announcement manuscript is not
