Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Working system of the Secretary of the board of directors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to further clarify the duties and authorities of the Secretary of the board of directors of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as the “company”), standardize his behavior, promote the Secretary of the board of directors to be diligent and conscientious, improve the standardized operation level and information disclosure quality of listed companies, and give better play to his role, This system is formulated in accordance with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, normative documents and the articles of association.
Article 2 the company has a secretary of the board of directors. The Secretary of the board of directors is a senior manager of the company, who has the obligation of integrity and diligence to the company. He shall abide by the articles of association, faithfully and diligently perform his duties, safeguard the interests of the company, and shall not take advantage of his position and authority in the company to seek personal interests for himself.
Article 3 the Secretary of the board of directors is the designated communication and contact person between the company and relevant information disclosure obligors and the securities regulatory authorities and stock exchanges, performs the statutory reporting obligations, is responsible for organizing, coordinating and managing the company’s information disclosure, corporate governance, stock right management and other matters within the scope of relevant responsibilities in the name of the board of directors, cooperates with the securities regulatory authorities in the inspection and investigation of the company, and coordinates the implementation of various regulatory requirements.
Chapter II appointment, dismissal and qualification of the Secretary of the board of directors
Article 4 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 5 directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors. If 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 necessary professional knowledge and experience, and his qualifications are:
(I) have a college degree or above, and have been engaged in secretarial, management and securities affairs for more than three years;
(II) have the professional knowledge of finance, management and law necessary for performing their duties;
(III) have good professional ethics, personal quality, integrity record, good communication skills and flexible handling ability;
(IV) obtain the qualification certificate of secretary of the board of directors recognized by the stock exchange.
Article 7 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
(I) under any of the circumstances specified in Article 146 of the company law;
(II) administrative penalty imposed by the CSRC in the last 36 months;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars in the past 36 months; (IV) the current supervisor of the company;
(V) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(VI) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired;
(VII) certified public accountants of accounting firms and lawyers of law firms employed by the company;
(VIII) other circumstances under which the stock exchange and the CSRC determine that it is not suitable to serve as the Secretary of the board of directors. Article 8 the company shall submit the following materials to the stock exchange five trading days before the meeting of the board of directors to appoint the Secretary of the board of directors, and submit them to the securities regulatory authority for filing at the same time:
(I) the letter of recommendation of the board of directors, including the description, position, work performance and personal morality of the recommended person (candidate) who meets the qualifications of the Secretary of the board of directors specified in the listing rules;
(II) the candidate’s resume, academic certificate (copy), qualification certificate of the Secretary of the board of directors (copy), etc.
If the stock exchange and the securities regulatory authority do not raise any objection to the qualification of the candidate for the Secretary of the board of directors within five trading days from the date of receiving the submitted materials, the company may convene a meeting of the board of directors to appoint the Secretary of the board of directors.
Article 9 the board of directors of the company shall employ 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 or authorized by the Secretary of the board of directors, the securities affairs representative shall exercise his rights and perform his duties on his behalf. During this period, the Secretary of the board of directors shall not be exempted from his responsibilities. The securities affairs representative shall obtain the qualification certificate of the Secretary of the board of directors recognized by the stock exchange.
Article 10 after appointing the Secretary of the board of directors and securities affairs representative, the board of directors of the company shall make a timely announcement and submit the following materials to the 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 the listing rules;
(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.
In case of any change in the above-mentioned means of communication, the company shall timely submit the changed materials to the stock exchange. Article 11 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 stock exchange, explain the reasons and make an announcement. The Secretary of the board of directors of the company has the right to provide personal statements and reports to the stock exchange on improper dismissal by the company or related to resignation.
Article 12 the board of directors of a listed company shall dismiss the Secretary of the board of directors within one month from the date of occurrence of the relevant facts if any of the following circumstances occurs during the term of office of the Secretary of the board of directors:
(I) one of the circumstances specified in article 4.4.4 of the Listing 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 laws and regulations, relevant provisions of securities regulatory authorities or stock exchanges or the articles of association, causing heavy losses to the company and investors;
(V) divulge the company’s trade secrets or inside information, resulting in serious consequences or adverse effects;
(VI) other circumstances determined by the board of directors of the company.
Article 13 when the Secretary of the board of directors is dismissed, resigned, resigned or unable to perform his duties, he shall timely hand over the work with the relevant personnel of the company. The company shall appoint an executive to supervise the handover, and the securities affairs representative shall make the handover records. The Secretary of the board of directors who is dismissed, resigned or resigned shall be subject to the departure review of the board of directors and the board of supervisors of the company, and handle the handover procedures of relevant archives and specific work under the supervision of the board of supervisors of the company. If the Secretary of the board of directors fails to complete the above reporting and announcement obligations after resigning, or fails to complete the departure review, document and work handover procedures, he shall still assume the duties of secretary of the board of directors. When leaving office, the Secretary of the board of directors shall sign the necessary confidentiality agreement and perform the continuous confidentiality obligation.
Article 14 handling of the vacancy of the Secretary of the board of directors. If the Secretary of the board of directors is unable to perform his duties for less than half a month due to illness, going abroad, maternity leave and other special reasons, he shall authorize the securities affairs representative to exercise his rights and perform his duties on his behalf; In case of failure to perform his duties for more than half a month or resignation or resignation without reason, the board of directors of the company shall appoint a director or senior manager to act as the Secretary of the board of directors, and submit a written description of the failure of the Secretary of the board of directors and the list and resume of the designated agent to the securities regulatory authority and the stock exchange for filing within five working days from the date of relevant facts. At the same time, the candidates for the Secretary of the board of directors shall be determined as soon as possible. The board of directors of the company shall convene a meeting to appoint a new secretary of the board of directors within three months after the resignation or resignation of the Secretary of the board of directors. If the board of directors of the company does not appoint a person to act as the Secretary of the board of directors or the vacancy time of the Secretary of the board of directors exceeds three months, the chairman of the company shall act as the Secretary of the board of directors and bear corresponding responsibilities, and complete the appointment of the Secretary of the board of directors within six months.
Chapter III Duties, rights and obligations of the Secretary of the board of directors
Article 15 the main responsibilities of the Secretary of the board of directors:
(I) be responsible for the communication and liaison between the company and relevant information disclosure obligors and the securities regulatory authorities and stock exchanges, fulfill the statutory reporting obligations, cooperate with the securities regulatory authorities in the inspection and investigation of the company, and coordinate the implementation of various regulatory requirements;
(II) 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;
(III) 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 and other investors; (IV) organize and prepare the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, and be responsible for the custody of documents and the management of the company’s shareholder information; Participate in 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;
(V) be responsible for the confidentiality of the company’s information disclosure, urge the company to formulate and strictly implement the insider information management system, take remedial measures in time in case of undisclosed major information disclosure, and report and announce to Shenzhen Stock Exchange;
(VI) 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;
(VII) organize directors, supervisors and senior managers to receive training required by relevant laws and regulations, listing rules and other regulations of Shenzhen Stock Exchange, and assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VIII) 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;
(IX) be responsible for the management of changes in the company’s shares and their derivatives;
(x) other duties required by laws and regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 16 the company and its wholly-owned subsidiaries, holding subsidiaries and branches shall perform their major information reporting obligations in accordance with the provisions of the company’s information disclosure management system and subsidiary management system, cooperate with the Secretary of the board of directors in information disclosure and standardized operation, and ensure that the Secretary of the board of directors can obtain relevant information in a timely and smooth manner.
Article 17 without the review and approval of the Secretary of the board of directors, the company and its directors, supervisors and senior executives shall not publish undisclosed information that may have a significant impact on the company’s securities trading price through media, institutional interviews and in public places such as the general meeting of shareholders and the company’s website.
Article 18 the company shall protect the position and authority of the Secretary of the board of directors as the company’s senior management according to law. The Secretary of the board of directors shall enjoy the functions and powers of the company’s senior executives, participate in the meetings of the board of directors, the board of supervisors, the general meeting of shareholders and the meetings of operation and management decision-makers at all levels according to law, and express opinions on the legality and compliance of matters related to corporate governance and operation procedures and information disclosure; Have the right to know the company’s financial and operating conditions, access to relevant documents and materials related to information disclosure, consult the company’s accounting books, and require the controlling shareholders, directors and supervisors of the company to explain relevant matters; Have the right to require the company to hire an intermediary agency to issue professional opinions on major and difficult matters involving information disclosure as the basis for the company’s decision-making.
The directors, supervisors, senior managers and all departments and branches of the company shall support and cooperate with the work of the Secretary of the board of directors, and shall not restrict or obstruct the Secretary of the board of directors from exercising his functions and powers according to law for any reason.
Article 19 the company shall prepare and implement a special budget to provide sufficient financial guarantee for the Secretary of the board of directors and securities affairs managers to carry out work and participate in training. The company shall ensure that the Secretary of the board of directors and securities affairs representative participate in the follow-up training of the Secretary of the board of directors organized by Shenzhen Stock Exchange as required during their tenure.
Article 20 the company shall establish a good incentive mechanism to support the Secretary of the board of directors in performing his duties. The Secretary of the board of directors shall enjoy salary and welfare benefits equivalent to the status of senior executives. The company shall include the Secretary of the board of directors in the object of implementing the medium and long-term incentive plan to form an incentive effect effectively linked to the long-term interests of the company and personal performance. If the Secretary of the board of directors has made outstanding contributions to making the company better and stronger by using the capital market and his information disclosure has been fully affirmed by the securities regulatory department and the stock exchange, the company shall give necessary commendations and rewards.
Chapter IV internal accountability of the Secretary of the board of directors
Article 21 if the Secretary of the board of directors is under any of the following circumstances due to dereliction of duty, dereliction of duty or violation of laws and regulations during his tenure, the company shall, depending on the seriousness of the circumstances, take internal accountability measures such as ordering him to review, circulating a notice of criticism, warning, withholding wages, reducing wages, demoting, restricting equity incentives and compensation for losses:
(I) the company’s information disclosure is not standardized, including incomplete, inaccurate or corrected information disclosure for many times within one year; If the information disclosure of the interim report or periodic report is not timely, the periodic report shall replace the interim announcement, and the announcement obligation shall be replaced by the form of press release, answering reporters’ questions, speeches by the leaders of the shareholders’ meeting, etc; Failed to pay attention to and properly respond to the questioning reports of the main media and the important market rumors of the company in time; Selective information disclosure during research of reception institutions and investors;
(II) the operation of corporate governance is not standardized, including the articles of association, the operation of the “three committees” and other systems do not comply with the provisions of relevant laws and regulations or have major defects, the composition structure of the board of directors and the board of supervisors or the appointment of directors and supervisors do not comply with the provisions of relevant laws and regulations and have not been corrected in time; The convening and voting procedures of the general meeting of shareholders and the meeting of the board of directors are not standardized, and the relevant resolutions violate the provisions of laws and regulations; The right of minority shareholders to participate in the general meeting of shareholders according to law is improperly restricted; The company’s major investment, asset acquisition or transfer, use of raised funds, related party transactions, external guarantees and other matters fail to perform the examination and approval procedures as required; The minutes and resolutions of the general meeting of shareholders and the board of directors of the company are not kept as required;
(III) the company’s investor relations management and other work are not in place, including the investor hotline has not been answered for a long time, and the investor’s letters and visits have not been properly replied in time, resulting in the intensification of contradictions; Lack of management over the shareholding of the company’s directors, supervisors and major shareholders, and frequent illegal trading of the company’s shares by directors, supervisors and major shareholders; The registration and management of insider information is not in place, resulting in insider information disclosure and insider trading problems for many times;
(IV) cooperate with the securities regulatory authorities
