Fujian Rongji Software Co.Ltd(002474)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the duties and authorities of the Secretary of the board of directors of the company, standardize his behavior and give better play to his role, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws These rules are hereby formulated in accordance with the provisions of specifications, normative documents and Fujian Rongji Software Co.Ltd(002474) articles of Association (hereinafter referred to as the "articles of association").
Article 2 the company has one secretary of the board of directors. 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, departmental rules, listing rules and 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 Shenzhen Stock Exchange (hereinafter referred to as "the exchange").
Chapter II qualifications of the Secretary of the board of directors
Article 3 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 the Secretary of the board of directors issued by the exchange before the board of directors deliberates his employment proposal.
Article 4 a person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(1) the company law has provisions in Article 146;
(II) being banned from serving as directors, supervisors and senior managers of listed companies by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the period has 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) administrative penalty imposed by the CSRC in the last 36 months;
(V) being publicly condemned by the exchange or criticized in more than three circulars in the last 36 months;
(VI) the current supervisor or independent director of the company;
(VII) other circumstances stipulated by laws and regulations and determined by the exchange as unsuitable for serving 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 of the Secretary of the board of directors.
Chapter III Duties of the Secretary of the board of directors
Article 5 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 organizing and coordinating the management of investor relations of the company, and coordinating the information communication between the company and securities regulatory authorities, shareholders, actual controllers, intermediaries, media, etc;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, participate in the relevant meetings of the general meeting of shareholders, the board of directors, the board of supervisors and 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 announce to the exchange in case of undisclosed major information disclosure;
(V) pay attention to the rumors about the company, take the initiative to verify the truth, and urge the board of directors and other relevant subjects to reply to the inquiry of the exchange in time;
(VI) organize directors, supervisors and senior managers to receive training required by relevant laws and regulations, listing rules and other provisions of the 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, listing rules, other provisions of the 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 the exchange 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, CSRC and the exchange.
Chapter IV selection and dismissal of the Secretary of the board of directors
Article 6 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
The term of office of the Secretary of the board of directors is three years from the date of appointment to the expiration of the term of office of the current board of directors.
If the Secretary of the board of directors leaves office before the expiration of his term of office, the company shall appoint the Secretary of the board of directors within three months after the former Secretary of the board of directors leaves office.
Article 7 the Secretary of the board of directors shall not hold other administrative positions in the controlling shareholder unit except directors and supervisors.
Article 8 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 do it in a dual capacity.
Article 9 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 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.
The post holding conditions of securities affairs representatives shall be implemented with reference to Article 4 of these rules.
Article 10 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 the exchange:
(I) letter of appointment of the Secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors and appointment explanatory documents, including the qualifications, positions, work performance and personal morality in accordance with the listing rules;
(II) resume and academic certificate of the Secretary of the board of directors and securities affairs representative (copy);
(III) 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 communication methods, the company shall timely submit the changed materials to the exchange.
Article 11 if the Secretary of the board of directors 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 4 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 investors;
(IV) violating laws and regulations, listing rules, other provisions of the exchange or the articles of association, causing heavy losses to the company and investors.
Article 12 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 the exchange, explain the reasons and make an announcement.
The Secretary of the board of directors may submit a personal statement report to the exchange on the improper dismissal by the company or the situation related to resignation.
Article 13 during the vacancy of the Secretary of the board of directors, the board of directors shall designate a director or senior manager to perform the duties of the Secretary of the board of directors and report to the 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 board of directors shall act as the Secretary of the board of directors.
If the Secretary of the board of directors 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.
Chapter V Rights and obligations of the Secretary of the board of directors and the company
Article 14 the Secretary of the board of directors shall abide by the provisions of laws, regulations and the articles of association, faithfully perform his duties, safeguard the interests of the company, bear the relevant legal responsibilities of the company's senior managers, have the obligation of integrity and diligence to the company, and shall not use his power to seek interests for himself or others. When his own interests conflict with the interests of the company and shareholders, he shall take the best interests of the company and shareholders as the code of conduct, And guarantee that:
(I) shall not take advantage of his power to accept bribes or other illegal income, and shall not encroach on the company's property; (II) not misappropriate the company's funds;
(III) the company's assets or funds shall not be deposited in an account opened in its own name or in the name of other individuals;
(IV) the company shall not, in violation of the provisions of the articles of association, lend the company's funds to others or provide guarantee for others with the company's property without the consent of the general meeting of shareholders or the board of directors;
(V) not to enter into contracts or conduct transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders;
(VI) do not take advantage of his position to seek business opportunities that should belong to the company for himself or others, and do not operate business similar to the company on his own or for others;
(VII) shall not accept the Commission of trading with the company as his own;
(VIII) not disclose company secrets without authorization;
(IX) it shall not use its affiliated relationship to damage the interests of the company;
(x) exercise rights within the scope of their duties and shall not exceed their authority;
（11） Ensure timely communication with the exchange and regulatory authorities and maintain contact with the exchange at any time; （12） 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 the relevant archives, ongoing and other pending matters under the supervision of the board of supervisors of the company;
（13） The Secretary of the board of directors shall, in accordance with the confidentiality agreement signed between the company and him, continue to perform the obligation of confidentiality during his term of office and after leaving office until the relevant information is publicly disclosed, except for the information involving the company's violations of laws and regulations.
Article 15 the Secretary of the board of directors has the following rights:
(I) have the right to know the financial and operating conditions of the company. In case of major events in the company's branches, subsidiaries and relevant internal departments, relevant information shall be submitted to the Secretary of the board of directors in time; When studying major issues such as asset restructuring, acquisition, refinancing, related party transactions, external guarantees, external investment, large loans and entrusted financial management, the company shall consult the Secretary of the board of directors on issues related to standardized operation such as decision-making procedures and information disclosure; (II) have the right to participate in relevant meetings involving information disclosure;
(III) have the right to consult all documents related to information disclosure; The board of directors and other senior managers shall support the work of the Secretary of the board of directors, timely and truthfully respond to the questions raised by the Secretary of the board of directors, and provide relevant materials and information;
(IV) no institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors. When the Secretary of the board of directors is unduly hindered and seriously obstructed in the process of performing his duties, he can directly report to the exchange;
(V) have the right to submit a personal statement report to the exchange on the improper dismissal by the company or the situation related to resignation.
Article 16 the company undertakes the following obligations:
(I) provide necessary working conditions for the Secretary of the board of directors and facilitate the performance of his duties; (II) directors, supervisors, financial principals, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors, and provide materials and information required for information disclosure at the request of the Secretary of the board of directors;
(III) the company shall consult the Secretary of the board of directors from the perspective of information disclosure before making major decisions; (IV) the company shall ensure that the Secretary of the board of directors participates in the follow-up training of the Secretary of the board of directors organized by the exchange as required during his tenure.
Chapter VI supplementary provisions
Article 17 matters not covered in these Rules shall be implemented in accordance with the company law and other relevant laws, regulations, normative documents and the articles of association.
Article 18 the detailed rules shall come into force and be implemented from the date of deliberation and adoption by the board of directors of the company.
Article 19 the right to amend and interpret these rules belongs to the board of directors of the company.
Fujian Rongji Software Co.Ltd(002474) board of directors March 2022
