Shanghai Sk Automation Technology Co.Ltd(688155)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of the company, give full play to the role of the Secretary of the board of directors and strengthen the guidance of the Secretary of the board of directors, this system is formulated 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, the guidelines for the governance of listed companies and other relevant laws and regulations, as well as the Shanghai Sk Automation Technology Co.Ltd(688155) 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.
Article 3 the Secretary of the board of directors is the designated contact person between the company and Shanghai Stock Exchange.
Article 4 the Secretary of the board of directors shall abide by laws, administrative regulations, departmental rules, the articles of association and the relevant provisions of this system, bear the corresponding legal responsibilities with the senior managers of the company, enjoy relevant treatment, have the obligation of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
Article 5 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 shall not do it in a dual capacity.
Article 6 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.
Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) he has been subject to administrative punishment by the CSRC in the past three years, or has been banned from entering the market by the CSRC, and the time limit has not expired;
(VII) has been publicly recognized by Shanghai Stock Exchange as unfit to serve as the Secretary of the board of directors of science and innovation company;
(VIII) having been publicly condemned or criticized by the Shanghai stock exchange for more than three times in the past three years;
(IX) the current supervisor of the company;
(x) other circumstances that Shanghai Stock Exchange deems unsuitable for serving as the Secretary of the board of directors;
After the company is listed, if any of the following circumstances exist in the proposed appointment of the Secretary of the board of directors, the company shall timely disclose the reasons for the proposed appointment and whether there are circumstances affecting the standardized operation of the company, and prompt relevant risks:
(I) administrative penalty imposed by the CSRC in the last three years;
(II) the stock exchange has been publicly condemned or criticized for more than three times in the recent three years;
(III) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion.
Article 7 the securities affairs representative of the company shall 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.
Article 8 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 after listing, 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.
The company shall appoint the Secretary of the board of directors within three months after the IPO or within three months after the former Secretary of the board of directors leaves office.
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.
During the vacancy of the Secretary of the board of directors, the company shall timely appoint a director or senior manager to act as the Secretary of the board of directors. If the vacancy exceeds 3 months, the legal representative of the company shall perform the duties of secretary of the board of directors.
When 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 handle the handover procedures of relevant archives and specific work.
Chapter II Duties of the Secretary of the board of directors
Article 9 handle information disclosure affairs, including the external release of the company’s information, the confidentiality of undisclosed major information and the submission of insider information, and formulate and improve the management system of the company’s information disclosure affairs.
Article 10 urge the relevant information disclosure obligors of the company to abide by the relevant provisions of information disclosure, and assist relevant parties and relevant personnel to perform the obligation of information disclosure.
Article 11 pay attention to media reports, actively seek confirmation from the company and relevant information disclosure obligors, and urge the board of directors to disclose or clarify in time.
Article 12 organize, prepare and attend the meetings of the board of directors, its special committees, the board of supervisors and the general meeting of shareholders.
Article 13 assist the board of directors to establish and improve the company’s internal control system, actively promote the company to avoid horizontal competition, reduce and standardize related party transactions, establish and improve the incentive and restraint mechanism and bear social responsibility. Article 14 be responsible for the management of investor relations and improve the communication, reception and service mechanism of the company’s investors.
Article 15 be responsible for equity management, including keeping the shareholding information of shareholders, handling matters related to restricted shares, and urging the directors, supervisors, senior managers and other relevant personnel of the company to abide by the relevant provisions on the purchase and sale of shares of the company.
Article 16 assist the board of directors in formulating the development strategy of the company’s capital market, and assist in the planning or implementation of refinancing or M & A.
Article 17 be responsible for the training of the company’s standardized operation, and organize directors, supervisors, senior managers and other relevant personnel to receive the training of relevant laws, regulations and other normative documents.
Article 18 remind directors, supervisors and senior managers to fulfill their obligations of loyalty and diligence. If they know that the above-mentioned personnel have made or may make relevant decisions in violation of relevant laws, regulations, normative documents or the articles of association, they shall give a warning and report to the stock exchange immediately.
Article 19 other duties required by the Shanghai Stock Exchange and the securities regulatory authorities.
Chapter III working system
Article 20 the Secretary of the board of directors shall be responsible for organizing the work related to information disclosure, and the directors, supervisors, senior managers and relevant departments of the company shall actively cooperate with the Secretary of the board of directors.
Article 21 organize and coordinate the preparation of the company’s periodic report, and disclose the periodic report within the legal time according to the time pre agreed with Shanghai Stock Exchange.
Article 22 the interim report shall be disclosed within the time limit prescribed by the relevant laws and regulations of the state.
Article 23 the company’s information disclosure shall be true and accurate. The announcement manuscript shall be concise, clear and clear, highlight the essence of the event, and there shall be no errors in key words or figures (including electronic documents); There is no ambiguity, misleading or false statement; The specific information content is complete, and the electronic document is consistent with the manuscript; The text is accurate and truly reflects the actual situation.
Article 24 the information disclosure of the company shall be complete without major omission, and the documents provided shall be complete and meet the relevant requirements.
Article 25 the compliance of the company’s information disclosure shall ensure that the contents and procedures comply with the requirements of laws, regulations and other normative documents.
Article 26 for information disclosure, the issuance procedures shall be performed in strict accordance with the company’s information disclosure system.
Article 27 pay attention to the reports of the public media (including major websites) on the company and the trading of the company’s shares, and feed back to the board of directors and management of the company in time.
Article 28 reply to the inquiries and investigations of the Shanghai Stock Exchange and the special reports submitted to the securities regulatory authorities within the specified time limit.
Article 29 do a good job in liaison with intermediaries, contact and arrange news media to interview the company, and plan, arrange and organize all kinds of investor relations management activities.
Article 30 the notice of the meeting of the board of directors shall be issued and the meeting documents shall be served according to the specified time limit, method and requirements. Article 31 for all proposals submitted to the board of directors and the general meeting of shareholders for deliberation, communication shall be made in advance, and relevant data shall be coordinated and verified to ensure the quality of documents.
Article 32 the Secretary of the board of directors shall accept the supervision of the board of directors and the board of supervisors when performing the duty of information disclosure.
Article 33 during his term of office, 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.
Chapter IV Legal Liability
Article 34 If the resolution of the board of directors violates laws, regulations or the articles of association and causes losses to the company, the Secretary of the board of directors shall also bear the corresponding liability for compensation in addition to the directors participating in the decision-making in accordance with the company law; However, those who can prove that they have raised objections to the matters voted on may be exempted from liability.
Article 35 If 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) any of the circumstances specified in Article 6 of the system;
(II) fail to participate in the follow-up training of the Secretary of the board of directors for three consecutive years;
(III) unable to perform duties for more than 3 consecutive months;
(IV) major mistakes or omissions in the performance of duties, with serious consequences;
(V) violating laws, regulations or normative documents with serious consequences.
Article 36 If the Secretary of the board of directors is not satisfied with the punishment, he may appeal to the CSRC or the institution designated by the CSRC within the relevant time limit. If there is no provision, he may appeal to the CSRC within 15 days from the date of receiving the notice of the punishment decision.
Article 37 If the Secretary of the board of directors violates laws, regulations or the articles of association, in addition to dismissal in accordance with Article 35, he shall also be investigated for corresponding responsibilities in accordance with relevant laws, regulations or the articles of association.
Chapter V supplementary provisions
Article 38 in case of any inconsistency between the relevant contents of this system and the laws, regulations and the articles of Association issued by the state, it shall be handled in accordance with the relevant laws, regulations and the articles of association, and shall be revised immediately and reported to the board of directors of the company for deliberation and approval.
Article 39 this system shall come into force and be implemented after being adopted by the board of directors.
Article 40 the board of directors shall be responsible for interpretation and revision.
