Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to standardize the work of the Secretary of the board of directors of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”), these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other laws, administrative regulations and normative documents and the relevant provisions of Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as “the articles of association”).
Article 2 the board of directors shall have a 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 and the articles of association on the company’s senior managers are applicable to the Secretary of the board of directors.
Chapter II qualifications
Article 3 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 morality.
Article 4 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
(I) administrative penalty imposed by the CSRC in the last 36 months;
(II) being publicly condemned by the Shenzhen Stock Exchange or being criticized in more than three circulars in the past 36 months;
(III) the current supervisor of the company;
(IV) other circumstances that Shenzhen Stock Exchange deems unsuitable to serve as the Secretary of the board of directors.
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.
Chapter III appointment, dismissal, departure and vacancy
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 Secretary of the board of directors shall obtain the qualification certificate of the Secretary of the board of directors issued by Shenzhen Stock Exchange before the board of Directors considers his employment proposal.
Article 7 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 8 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Article 9 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) one of the circumstances specified in Article 4 of these rules occurs;
(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 investors;
(IV) violating national laws, administrative regulations, departmental rules or the articles of association, causing heavy losses to the company and investors.
Article 10 the company shall sign a confidentiality agreement with the Secretary of the board of directors when appointing him, requiring him to promise to continue to perform the confidentiality obligation 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 and documents and matters being handled or to be handled under the supervision of the board of supervisors of the company.
Article 11 during the vacancy 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 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.
After the vacancy period of the Secretary of the board of directors 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.
Chapter IV responsibilities
Article 12 the Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules, the articles of association and these rules, bear the corresponding legal responsibilities with the senior managers of the company, and bear the obligation of loyalty and diligence to the company.
Article 13 the Secretary of the board of directors is responsible to the company and the board of directors and performs 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 Shenzhen Stock Exchange in case of undisclosed major information disclosure;
(V) pay attention to the rumors of relevant companies and take the initiative to verify the truth, and urge the board of directors and other relevant subjects to reply to the inquiries of Shenzhen Stock Exchange in time;
(VI) organize directors, supervisors and senior managers to receive training required by relevant laws and regulations, these rules and other regulations of Shenzhen Stock 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, these rules, other provisions of Shenzhen 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 Shenzhen stock 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 and Shenzhen Stock Exchange.
Article 14 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, financial principals and other senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors.
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 relevant documents, and require relevant departments and personnel of the company to provide relevant materials and information in time. Chapter V supplementary provisions
Article 15 in accordance with the corresponding provisions made in these rules in accordance with the mandatory norms of relevant laws, regulations and normative documents, when the relevant mandatory norms are modified, the provisions made in these rules in accordance with these mandatory norms will be automatically implemented in accordance with the modified relevant mandatory norms.
Article 16 these Rules shall come into force and be implemented after being deliberated and adopted by the board of directors, and the board of directors shall be responsible for the interpretation.
Blue Sail Medical Co.Ltd(002382) board of directors
April 12, 2002
