Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Working system of the Secretary of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to further improve the level of corporate governance, give full play to the role of the Secretary of the board of directors and standardize the selection, performance, training and assessment of the Secretary of the board of directors of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the stock listing rules of Shanghai Stock Exchange This working system is formulated by the company in accordance with the relevant provisions of laws, regulations, normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company shall have a secretary of the board of directors. The Secretary of the board of directors of the company is the senior management of the company and is responsible to the company and the board of directors.
Article 3 the Secretary of the board of directors of the company is the designated contact between the company and the Shanghai Stock Exchange and the securities regulatory authority. The company shall appoint the Secretary of the board of directors or the person acting as the Secretary of the board of directors and the securities affairs representative to be responsible for contacting the Shanghai Stock Exchange and handling the affairs within the scope of relevant responsibilities such as information disclosure, corporate governance, change management of stocks and derivatives in the name of the company.
Article 4 the company shall establish a securities management center. The securities management center is the Department in charge of the Secretary of the board of directors.
Chapter II Conditions for the Secretary of the board of directors
Article 5 the Secretary of the board of directors of the company shall have the professional knowledge of finance, management and law necessary for performing his duties, and have good professional ethics and personal quality.
Article 6 the Secretary of the board of directors may be concurrently held by the directors of the company. However, if a director concurrently serves as the Secretary of the board of directors, if a certain act should be done by the director and the Secretary of the board of directors respectively, the person concurrently serving as the Secretary of the board of directors of the company shall not do it in a dual capacity.
Article 7 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company: (1) the circumstances stipulated in article 4.3.3 of the stock listing rules of Shanghai stock exchange that he shall not serve as a director, supervisor or senior manager of a listed company;
（2） He has been subject to administrative punishment by the CSRC in the past three years;
（3） In the past three years, it has been publicly condemned or criticized by the stock exchange for more than three times;
（4） The current supervisor of the company;
（5） Other circumstances under which the Shanghai stock exchange determines that it is not suitable to serve as the Secretary of the board of directors. Chapter III Duties of the Secretary of the board of directors
Article 8 the main responsibilities of the Secretary of the board of directors are:
（1） 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 comply with the relevant provisions of information disclosure;
（2） Manage investor relations and coordinate information communication between the company and securities regulatory authorities, investors, actual controllers, intermediaries, media, etc;
（3） 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 take charge of the minutes of the meetings of the board of directors and sign them;
（4） Be responsible for the confidentiality of the company’s information disclosure, and immediately report and disclose to Shanghai Stock Exchange in case of undisclosed major information disclosure;
（5） Urge the main body of the company to pay attention to the real situation and ask for confirmation in a timely manner;
（6） Organize the directors, supervisors and senior managers of the company to conduct training 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;
（7） 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;
（8） Be responsible for the management of changes in the company’s shares and their derivatives;
（9） Other duties authorized by the board of directors;
（10） Other duties required by laws and regulations and Shanghai Stock Exchange.
Article 9 the company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
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 related to information disclosure, consult all documents related to information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in time.
The Secretary of the board of directors may directly report to the Shanghai stock exchange if he is unduly hindered or seriously obstructed in the performance of his duties.
Chapter IV appointment and removal of the Secretary of the board of directors
Article 10 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 11 the board of directors of the company shall appoint the Secretary of the board of directors within 3 months after the former Secretary of the board of directors leaves office.
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 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.
Article 12 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 responsibility of the company’s information disclosure firm. The qualifications of securities affairs representatives shall be implemented with reference to Article 7 of these systems.
Article 13 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:
（1） 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 stock listing rules of Shanghai Stock Exchange, current work performance, personal morality, etc;
（2） Copies of resumes and academic certificates of the Secretary of the board of directors and securities affairs representative; （3） Letter of appointment of secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors; （4） The communication methods of the Secretary of the board of directors and securities affairs representative, including office telephone, mobile phone, fax, correspondence address and special e-mail address, etc.
In case of any change in the above-mentioned means of communication, the company shall timely submit the changed materials to the Shanghai Stock Exchange.
Article 14 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 15 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:
（1） Under any of the circumstances specified in Article 7, he shall not serve as the Secretary of the board of directors;
（2） Unable to perform duties for more than three consecutive months;
（3） Major mistakes or omissions in the performance of duties, causing heavy losses to investors;
（4） Violation of laws and regulations, relevant provisions of Shanghai Stock Exchange and articles of association, causing heavy losses to investors.
Article 16 when appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring the Secretary of the board of directors to promise to continue to perform the obligation of confidentiality during his term of office and after leaving office until the relevant information is disclosed, except for the information involving the company’s violations of laws and regulations. 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, ongoing matters and other matters to be handled under the supervision of the board of supervisors.
Chapter V training of the Secretary of the board of directors
Article 17 the candidates for secretary of the board of directors or securities affairs representative of the company shall participate in the qualification training recognized by Shanghai Stock Exchange and obtain the qualification certificate of secretary of the board of directors.
Article 18 the Secretary of the board of directors and securities affairs representative shall participate in the follow-up training of the Secretary of the board of directors held by Shanghai Stock Exchange in accordance with the requirements of relevant laws and regulations.
If the Secretary of the board of directors of the company is criticized by Shanghai Stock Exchange and fails to pass the annual assessment, he shall participate in the latest follow-up training for the Secretary of the board of directors held by Shanghai Stock Exchange. Article 19 the training content of the Secretary of the board of directors of the company includes topics such as corporate information disclosure, corporate governance, investor relations management, equity management, rights and obligations of the Secretary of the board of directors and so on. Chapter VI supplementary provisions
Article 20 the term “more than” in this system includes the number itself, and the term “more than” does not include the number itself. Article 21 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict with the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the amendment shall be immediately submitted to the board of directors for deliberation and approval.
Article 22 the system shall be formulated, modified and interpreted by the board of directors of the company, and shall come into force after being reviewed and approved by the board of directors of the company. The original working system for the Secretary of the board of directors of Lanzhou minbai (Group) Co., Ltd. shall be abolished simultaneously.
