Article 1 in order to improve the governance level of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as “the company”), promote the standardized operation of the company, standardize the selection and performance of the Secretary of the board of directors, strengthen the guidance 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 company law of the people’s Republic of China (hereinafter referred to as “the company law”) The working system is hereby formulated in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the Guangxi Guiguan Electric Power Co.Ltd(600236) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the board of directors.
Article 2 the company shall have a secretary of the board of directors in charge of the securities capital department. Perform the duties of the Secretary of the board of directors and the senior management of the company diligently and faithfully. 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 Shanghai Stock Exchange. Shanghai Stock Exchange only accepts the Secretary of the board of directors or the person acting as the Secretary of the board of directors to handle the affairs within the scope of information disclosure, corporate governance, equity management and other related responsibilities in the name of the company.
Article 3 the Secretary of the board of directors is responsible for the management of the company’s information disclosure, including: (I) responsible for the external disclosure of the company’s information;
(II) organize the formulation and improvement of the company’s information disclosure management system;
(III) urge relevant information disclosure obligors of the company to comply with relevant provisions on information disclosure, and coordinate relevant parties and relevant personnel to perform information disclosure obligations;
(IV) be responsible for the confidentiality of the company’s information disclosure, and timely report and disclose to Shanghai Stock Exchange in case of undisclosed major information disclosure;
(V) be responsible for the registration and filing of insiders of the company;
(VI) pay attention to the media reports and take the initiative to verify the authenticity of the reports, urge the board of directors of the company to disclose or clarify in time, and respond to the inquiries of Shanghai Stock Exchange in time.
Article 4 the Secretary of the board of directors shall assist the board of directors in strengthening the construction of corporate governance mechanism, including:
(I) organize and prepare 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;
(II) establish and improve the company’s internal control system;
(III) actively promote the company to avoid horizontal competition and reduce and standardize related party transactions;
(IV) actively promote the company to establish and improve the incentive and restraint mechanism;
(V) actively promote the company to assume social responsibility.
Article 5 the Secretary of the board of directors shall be responsible for the management of the company’s investor relations and coordinate the information communication between the company and the securities regulatory authorities, investors, securities service institutions and the media. Article 6 the Secretary of the board of directors is responsible for the equity management of the company, including:
(I) keep the information of the company’s directors, supervisors, senior managers, controlling shareholders and their directors, supervisors and senior managers holding the shares of the company;
(II) be responsible for disclosing the shareholding changes of directors, supervisors and senior managers of the company;
(III) handle matters related to the company’s restricted shares;
(IV) other matters of the company’s equity management.
Article 7 the Secretary of the board of directors shall 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.
Article 8 the Secretary of the board of directors shall 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, administration, listing rules and relevant provisions, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure.
Article 9 the Secretary of the board of directors shall remind the directors, supervisors and senior managers of the company to perform the obligations of loyalty and diligence. If it is known that the above-mentioned personnel violate laws, administrative regulations, departmental rules, other normative documents, listing rules, other provisions of Shanghai Stock Exchange and the articles of association, or the company makes or may make decisions in violation of relevant provisions, it shall remind relevant personnel and report to Shanghai stock exchange immediately. Article 10 the Secretary of the board of directors shall perform other duties required by the company law, the CSRC and the Shanghai Stock Exchange. The company shall provide convenience for the Secretary of the board of directors to perform his duties. The directors, supervisors, financial principals, other senior managers and relevant staff of the company shall support and cooperate with the Secretary of the board of directors.
Article 11 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, 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.
Article 12 when the company holds the general manager’s working 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 them with meeting materials. Article 13 the Secretary of the board of directors of the company may directly report to the Shanghai stock exchange if he is unduly hindered or seriously obstructed in the process of performing his duties.
Article 14 the Secretary of the board of directors of the company shall sign a confidentiality agreement with the company and promise to continue to perform the confidentiality obligation 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 violations of laws and regulations does not belong to the scope of confidentiality that should be performed as mentioned above.
Article 15 the board of directors of the company shall employ 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.
The securities affairs representative shall obtain the qualification certificate of secretary of the board of directors recognized by Shanghai Stock Exchange.
Article 16 to serve as the Secretary of the board of directors of the company, the following conditions shall be met:
(I) have good professional ethics and personal qualities;
(II) have the professional knowledge of finance, management and law necessary for performing their duties; (III) have the necessary working experience for performing duties;
(IV) obtain the qualification certificate of secretary of the board of directors recognized by Shanghai Stock Exchange. Article 17 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal quality.
Article 18 in principle, the Secretary of the board of directors shall be a full-time person or a director of the company. However, if the act should be done by the director and the Secretary of the board of directors respectively, the director who is also the Secretary of the board of directors shall do it in the capacity of the Secretary of the board of directors.
Article 19 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 specified in Article 146 of the company law;
(II) having been subject to administrative punishment by the CSRC in the last three years;
(III) has been publicly recognized by Shanghai Stock Exchange as unfit to serve as the Secretary of the board of directors of the company;
(IV) having been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(V) the current supervisor of the company;
(VI) other circumstances that Shanghai Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Article 20 the accountant of the accounting firm, the lawyer of the law firm and the state civil servant appointed by the company shall not concurrently serve as the Secretary of the board of directors.
Article 21 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.
Article 22 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 these rules, current position, work performance, personal morality, etc;
(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 communication methods, the company shall timely submit the changed materials to Shanghai Stock Exchange.
Article 23 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 19 of the working 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 Shanghai Stock Exchange and the articles of association, causing heavy losses to the company and investors.
Article 24 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 has the right to submit a personal statement report to Shanghai Stock Exchange on improper dismissal by the company or circumstances related to resignation.
Article 25 during the vacancy of the Secretary of the board of directors of the company, the board of directors of the company shall timely appoint a director or senior manager to act as the Secretary of the board of directors, report it to Shanghai stock exchange for filing, and determine the candidate of the Secretary of the board of directors as soon as possible.
Before the board of directors of 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 is vacant for more than 3 months, the legal representative of the company shall perform the duties of secretary of the board of directors and complete the appointment of secretary of the board of directors within 6 months. Article 26 If the Secretary of the board of directors is dismissed or resigns from office, he shall be subject to the departure review of the board of directors and the board of supervisors of the company, and hand over relevant archives, ongoing matters and other matters to be handled under the supervision of the board of supervisors.
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.
Article 27 the right to interpret this system belongs to the securities capital Department of the company.
Article 28 this system shall be implemented from the date of adoption of the resolution of the board of directors.
