Yifan Pharmaceutical Co.Ltd(002019) yifan Pharmaceutical Co., Ltd. working rules for the Secretary of the board of directors
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II qualifications 2 Chapter III main responsibilities 3 Chapter IV appointment and dismissal Chapter V Secretariat of the board of directors Chapter VI training and assessment Chapter VII Legal Responsibilities of the Secretary of the board of Directors 7 Chapter VIII Supplementary Provisions seven
Chapter I General Provisions
Article 1 in order to further standardize the duties and procedures of the Secretary of the board of directors of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”), strengthen the management and supervision of the work 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 securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange The detailed rules are hereby formulated in accordance with the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations, normative documents and the relevant provisions of Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has a secretary of the board of directors as the designated contact between the company and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). The Secretary of the board of directors is the senior management of the company, responsible to the company and the board of directors, undertakes the obligations required by laws, regulations and the articles of Association for the senior management of the company, enjoys corresponding work powers and receives corresponding remuneration.
Article 3 the Secretary of the board of directors shall have the obligation of integrity and diligence to the company and shall not use his power to seek benefits for himself or others.
Article 4 the company shall set up a secretariat of the board of directors, which shall be responsible for the management.
Article 5 the Secretary of the board of directors and the securities affairs representative of the company shall abide by the provisions of this system.
Chapter II qualifications
Article 6 qualifications of the Secretary of the board of directors:
(I) have a bachelor degree or above, and have been engaged in economics, management, securities and other related work;
(II) have the professional knowledge of finance, management and law necessary to perform their duties;
(III) have good professional ethics and personal morality, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully;
(IV) be familiar with the operation and management of the company and have good communication skills;
(V) obtain the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange.
Article 7 the following persons shall not serve as the Secretary of the board of directors:
(I) under any of the circumstances specified in Article 146 of the company law;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as a director, supervisor or senior manager of a listed company, and the term has not expired;
(IV) being subjected to administrative punishment by the CSRC in the last 36 months;
(V) being publicly condemned by the stock exchange or criticized in more than three circulars in the past 36 months; (VI) the current supervisor of the company;
(VII) other circumstances that Shenzhen Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Chapter III main responsibilities
Article 8 the Secretary of the board of directors is responsible to the company and the board of directors, and his main responsibilities are:
(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 company’s investor relations management and shareholder information management, and coordinating the information communication between the company and securities regulatory authorities, shareholders and 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 general meeting of shareholders, the board of directors, the board of supervisors, the investor briefing meeting and relevant meetings of 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 Shenzhen Stock Exchange in case of disclosure of undisclosed major information;
(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 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 aforesaid 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 regulations, they shall remind them and report to the Shenzhen stock exchange immediately and truthfully;
(VIII) urge the directors, supervisors and senior managers to sign the declaration and commitment of directors (supervisors and senior managers) in time, and submit the written documents and electronic documents of the declaration and commitment of directors (supervisors and senior managers) in the way and manner specified by Shenzhen Stock Exchange;
(IX) be responsible for the management of changes in the company’s shares and their derivatives;
(x) the Secretary of the board of directors shall properly arrange the interview or research process. The interviewees or researchers shall form a written record of the investigation process and contents of the talks, and jointly sign with the interviewees or researchers for confirmation, and the Secretary of the board of directors shall sign for confirmation;
（11） Be responsible for keeping the company’s register of shareholders, the register of directors, the information of controlling shareholders, directors, supervisors and senior managers holding the company’s shares, as well as the meeting documents and minutes of the board of directors and the general meeting of shareholders;
（12） Be responsible for the registration, filing and submission of insider information of listed companies. The company shall timely register and submit the insider files in accordance with the relevant rules of Shenzhen Stock Exchange, and ensure that the insider files are true, accurate and complete. The chairman and the Secretary of the board of directors shall sign on the written commitment;
（13） Other duties required by laws and regulations, CSRC and Shenzhen Stock Exchange.
Article 9 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 10 the company shall provide convenience for the Secretary of the board of directors to perform his duties. The directors, supervisors, chief financial officer and other senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors, and shall timely and truthfully respond to the inquiries raised by the Secretary of the board of directors and provide relevant materials.
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.
No institution or individual shall interfere with the normal performance of duties of the Secretary of the board of directors. The Secretary of the board of directors may directly report to the securities regulatory authority if he is unduly hindered or seriously obstructed in the performance of his duties.
Chapter IV appointment and dismissal
Article 11 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. The general term of appointment of the Secretary of the board of directors is three years, and he can be reappointed if reappointed.
Article 12 If the Secretary of the board of directors of the company resigns or is dismissed, 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 13 before appointing the Secretary of the board of directors, the board of directors of the company shall submit the following materials to Shenzhen Stock Exchange: (I) the letter of recommendation of the board of directors, including the description that the recommended person meets the qualifications of these rules, position, work performance and personal morality;
(II) resume and academic certificate of the recommended person (copy);
(III) the qualification certificate of secretary of the board of directors obtained by the recommended person (copy).
The company shall submit the relevant materials of the Secretary of the board of directors to the Shenzhen Stock Exchange five trading days before the meeting on the proposed appointment of the Secretary of the board of directors. If the Shenzhen Stock Exchange does not raise any objection within five trading days from the date of receiving the relevant materials, the board of directors may appoint the Secretary of the board of directors.
Article 14 while appointing the Secretary of the board of directors, the company shall also appoint 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, 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.
Article 15 after the board of directors formally employs the Secretary of the board of directors and the securities affairs representative, it shall make a timely announcement and submit the following documents to the Shenzhen Stock 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 these 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, etc.
In case of any change in the above materials related to communication methods, the company shall timely submit the changed materials to the Shenzhen Stock Exchange.
Article 16 the company’s board of directors shall have sufficient reasons for dismissing the Secretary of the board of directors, and shall not dismiss without reason. When the Secretary of the board of directors is dismissed or resigns, the company shall timely report to the Shenzhen Stock Exchange, explain the reasons and make an announcement. The Secretary of the board of directors may submit a personal statement report to Shenzhen Stock Exchange on improper dismissal by the company or related to resignation.
Article 17 under any of the following circumstances, the board of directors 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 7 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 the company or investors; (IV) violating national laws, administrative regulations, departmental rules, normative documents, the stock listing rules of Shenzhen Stock Exchange, other provisions of Shenzhen Stock Exchange or the articles of association, causing heavy losses to the company or investors.
Article 18 when appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring him to promise to 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.
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.
Article 19 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, report to Shenzhen stock exchange for filing, 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 vacancy period of the Secretary of the board of directors of the company 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 V Secretariat of the board of directors
Article 20 the board of directors has a secretariat to handle the daily affairs of the board of directors and the company’s information disclosure. The Secretary of the board of directors is the head of the Secretariat of the board of directors and keeps the seal of the board of directors.
Article 21 the Secretariat of the board of directors shall assist the Secretary of the board of directors in performing his duties.
Chapter VI training and assessment
Article 22 candidates for secretary of the board of directors and securities affairs representatives shall participate in the qualification training recognized by the Shenzhen Stock Exchange and obtain the qualification certificate of secretary of the board of directors.
Article 23 in principle, the Secretary of the board of directors shall participate in the follow-up training of the Secretary of the board of directors held by Shenzhen Stock Exchange at least once every two years. If the Secretary of the board of directors is criticized by the Shenzhen Stock Exchange, he shall participate in the latest training of secretary of the board of directors held by the Shenzhen Stock Exchange. The securities affairs representative shall participate in the follow-up training of the Secretary of the board of directors held by Shenzhen Stock Exchange at least once every two years.
Article 24 the assessment, reward and punishment measures for the Secretary of the board of directors shall be separately formulated by the remuneration and assessment committee of the board of directors and submitted to the board of directors for approval.
Chapter VII Legal Responsibilities of the Secretary of the board of directors
Article 25 the Secretary of the board of directors shall have the obligation of integrity and diligence to the company, shall abide by the articles of association, earnestly perform his duties and safeguard the interests of the company, and shall not use his position and authority in the company for his own interests. When the Secretary of the board of directors needs to delegate some of his duties to others, he must obtain the consent of the board of directors and ensure that the entrusted duties are implemented according to law. In case of any illegal act, the Secretary of the board of directors shall bear corresponding responsibilities.
Article 26 If the Secretary of the board of directors violates the CSRC, the Shenzhen Stock Exchange and relevant laws and regulations, and the circumstances are serious, the Shenzhen Stock Exchange shall give the following punishments in accordance with the Listing Rules:
(I) circulate a notice of criticism;
(II) public condemnation;
(III) publicly determine that he is not suitable to serve as the Secretary of the board of directors of a listed company.
(IV) other disciplinary actions stipulated by the exchange.
Chapter VIII supplementary provisions
Article 27 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 28 these working rules shall come into force on the date when they are voted by the board of directors of the company, and the working rules for the Secretary of the board of directors previously formulated by the company shall be repealed at the same time.
Article 29 the right to interpret these rules belongs to the board of directors of the company.
