Huasi Holding Company Limited(002494)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to ensure that the Secretary of the board of directors of the company exercises his functions and powers according to law and earnestly performs his duties, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Huasi Holding Company Limited(002494) articles of Association (hereinafter referred to as the “articles of association”) and the relevant provisions of the current national laws and regulations.
Article 2 the company shall set up 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 Secretary of the board of directors of the company shall be the director, deputy general manager or financial person in charge of the company.
Chapter II Secretary of the board of directors
Article 3 qualifications of the Secretary of the board of directors:
(I) a natural person who has a bachelor degree or above and has been engaged in secretarial, management and equity affairs for more than three years;
(II) the Secretary of the board of directors shall master the knowledge of finance, taxation, law, finance, enterprise management and computer application, have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform his duties faithfully;
(III) directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors, but supervisors shall not concurrently serve as the Secretary of the board of directors; (IV) the accountant of the accounting firm and the lawyer of the law firm appointed by the company shall not concurrently serve as the Secretary of the board of directors.
Article 4 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of senior managers, 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 the Secretary of the board of directors shall obtain the training qualification certificate of the Secretary of the board of directors issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). A person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(I) circumstances stipulated in Article 146 of the company law;
(II) being prohibited from entering the securities market by relevant regulatory authorities and still in the prohibition period;
(III) being subjected to administrative punishment by the CSRC in the last 36 months;
(IV) those who have been publicly condemned by the stock exchange or criticized in more than three circulars in the past 36 months; (V) 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;
(VI) the current supervisor of the company;
(VII) personnel who are prohibited from taking part-time jobs in the company in accordance with laws, administrative regulations and other relevant provisions;
(VIII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 6 the Secretary of the board of directors is responsible to the listed 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 listed 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, listing rules and other provisions 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, listing 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 7 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 act in a dual capacity.
Article 8 the Secretary of the board of directors must receive professional training and qualification examination organized by the Shenzhen Stock Exchange and obtain a certificate of qualification. He shall be nominated by the chairman of the company and appointed by the board of directors, and reported to the Shenzhen stock exchange for filing and announcement.
Article 9 the company shall formally appoint the Secretary of the board of directors within three months after the listing of shares or within three months after the former Secretary of the board of directors leaves office. Before that, the company shall temporarily appoint a person to act as the Secretary of the board of directors.
Article 10 after the board of directors of the company formally appoints the Secretary of the board of directors and securities affairs representative, it shall make a timely announcement and submit the following documents to Shenzhen Stock Exchange:
(I) letter of appointment of secretary of the board of directors and securities affairs representative or relevant resolutions of the board of directors and appointment instructions, including meeting the employment conditions, positions, work performance and personal morality of the stock listing rules of Shenzhen Stock Exchange;
(II) resume of the Secretary of the board of directors and copy of the certificate of securities affairs;
(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.
Article 11 in case of any of the following circumstances, the company shall dismiss the Secretary of the board of directors within one month from the date of relevant facts:
(I) any of the circumstances specified in Article 5 of these rules;
(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 laws, regulations, rules, other regulations of Shenzhen Stock Exchange or the articles of association, causing heavy losses to investors;
(V) other circumstances under which the Shenzhen Stock Exchange or the CSRC deems it inappropriate to continue to serve as the Secretary of the board of directors.
Article 12 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, the company shall timely report to the Shenzhen 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 the Shenzhen Stock Exchange or other relevant regulatory authorities on the improper dismissal by the company or the situation related to resignation.
Article 13 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 documents and matters being handled or to be handled under the supervision of the board of supervisors of the company.
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 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.
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 perform his duties and exercise corresponding powers 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 securities affairs representative shall obtain the training certificate of the Secretary of the board of directors issued by the Shenzhen Stock Exchange.
Article 15 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, report to the Shenzhen stock exchange for the record, 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.
Article 16 if the Secretary of the board of directors is vacant for more than 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.
Article 17 the company shall ensure that the Secretary of the board of directors participates in the follow-up training of the Secretary of the board of directors organized by Shenzhen Stock Exchange as required during his tenure.
Chapter III matters related to equity management and information disclosure
Article 18 the company appoints the Secretary of the board of directors or securities affairs representative to handle the company’s equity management and information disclosure to Shenzhen Stock Exchange and CSRC.
Article 19 the company appoints the Secretary of the board of directors or securities affairs representative to upload the information to be disclosed through the digital zone designated by Shenzhen Stock Exchange to complete the information disclosure. If the announcement cannot be made on the scheduled date, it shall be reported to the Shenzhen Stock Exchange in time.
Article 20 the company designates the newspapers and websites designated by the CSRC as the media and websites for publishing the company’s announcements and other information that needs to be disclosed. Report to the Shenzhen Stock Exchange within two working days after selecting or changing the newspapers and websites designated for information disclosure. The company shall publish the information that should be disclosed according to laws, regulations and the provisions of Shenzhen Stock Exchange in the above newspapers and websites at the first time.
Article 21 the Secretary of the board of directors shall timely do a good job in the company’s information disclosure in accordance with the Listing Rules of Shenzhen Stock Exchange (revised in 2008) and the company’s public information disclosure management system. Article 22 guarantee the authenticity, completeness and accuracy of the company’s information disclosure.
Article 23 in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2008) and the management system of public information disclosure of the company, if a major event occurs in the company, it shall be reported and announced to the Shenzhen Stock Exchange, the CSRC and the agency dispatched by the CSRC where the company is located in a timely manner.
Article 24 in case of a major event, the company shall timely prepare a major event announcement for public disclosure to explain the essence of the event.
Chapter IV matters related to the board of directors and the general meeting of shareholders
Article 25 matters related to the board of directors:
(I) prepare to convene the board of directors as required;
(II) notify all directors and supervisors of the written notice and meeting materials of the board of directors by fax, e-mail, personal service, written notice and other rapid methods or other written methods at least 10 days before the meeting. When the board of directors holds an interim Board of directors, it can notify all directors by personal delivery, fax, e-mail and e-mail five days before the meeting. However, if the situation is urgent and it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. The meeting adopted the following contents:
1. Date, place, mode and duration of the meeting;
2. Causes and topics;
3. Date of notice.
(III) submit the resolutions of the board of directors and other documents to the exchange for review and announcement within two working days after the meeting;
(IV) keep minutes of the board meeting as required:
1. Date, place and name of the convener of the meeting;
2. The names of the directors present and the names of the directors (agents) entrusted to attend the board of directors; 3. Agenda of the meeting;
4. Key points of directors’ speech;
5. Voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining);
6. The directors shall sign the minutes of the board meeting.
(V) directors who cannot attend the meeting must have written entrustment. The power of attorney states:
1. Name of the principal (agent);
2. Entrusted (Agency) matters, authority and validity period;
3. Signature or seal of the client
(VI) carefully manage and keep the documents and meeting minutes of the board of directors, bind them into volumes and establish archives. Article 26 matters related to the general meeting of shareholders:
(I) announce the convening time of the general meeting of shareholders;
(II) notify the shareholders of the company 20 days before the annual general meeting of shareholders is held; The shareholders of the company shall be notified of the extraordinary general meeting 15 days before the meeting is held. The notice of the general meeting of shareholders shall include the following contents:
1. Date, place and duration of the meeting;
2. Matters submitted to the meeting for consideration;
3. Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
4. The date of equity registration of shareholders entitled to attend the general meeting of shareholders.
(III) convene the shareholders’ meeting on the date of announcement;
(IV) submit the resolution and legal opinion of the general meeting of shareholders to Shenzhen stock exchange for review on the day of the conclusion of the general meeting of shareholders and make an announcement;
(V) make minutes of the general meeting of shareholders as required;
1. The number of voting shares attending the general meeting of shareholders, accounting for the proportion of the total shares of the company;
2. Date and place of the meeting;
3. Name and agenda of the meeting;
4. The main points of each speaker’s speech on each matter under consideration;
5. Voting results of each voting matter;
6. inquiry opinions and suggestions of shareholders, and replies or explanations of the board of directors and the board of supervisors;
7. Other contents that the shareholders’ meeting considers and the articles of association shall be recorded in the minutes of the meeting;
8. The directors, supervisors, Secretary of the board of directors, convener or his representative and the chairman of the meeting attending the meeting shall sign on the minutes of the general meeting of shareholders.
(VI) shareholders who entrust representatives to attend the meeting shall submit a written power of attorney to the general meeting of shareholders. If the legal representative of a corporate shareholder attends the general meeting, he / she shall issue the certificate of legal representative, the original and copy of his / her ID card, the copy of the duplicate of business license and the stock account card. If an agent is entrusted to attend the meeting, the original and copy of the ID card of the attendee, the power of attorney of the legal person, the copy of the duplicate of the business license and the stock account card of the principal shall be issued. If the legal representative of a legal person shareholder is unable to attend the general meeting, a written power of attorney must be provided; Shareholders of public shares who attend the general meeting shall present the original and copy of their ID card and stock account card. If an agent is entrusted to attend the meeting, the original and copy of the identity cards of both parties, the power of attorney and the principal’s stock account card must be issued; Non local shareholders can register by letter or fax.
The power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
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