Keeson Technology Corporation Limited(603610)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), clarify the responsibilities and authorities 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”) and the securities law of the people’s Republic of China The working system of the Secretary of the board of directors (hereinafter referred to as the “working system”) is formulated in accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and in accordance with the provisions of the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the Keeson Technology Corporation Limited(603610) board of directors.
Article 2 the company 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 board of directors.
The Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules and the articles of association, bear the relevant legal responsibilities of senior managers, be honest and diligent to the company, and shall not abuse his power to seek benefits for himself or others.
The relevant provisions of laws, regulations 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 the current supervisor of the company, the certified public accountant of the accounting firm hired, the lawyer of the law firm, the national civil servant and the personnel of other intermediary institutions shall not concurrently serve as the Secretary of the board of directors of the company.
Article 5 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. Under any of the following circumstances, a person shall not serve as the Secretary of the board of directors of the company:
(II) having been subject to administrative punishment by the CSRC in the past three years;
(III) being publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(IV) the current supervisor of the company;
(V) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
The Secretary of the board of directors shall be a director, deputy general manager, chief financial officer or other personnel determined by the board of directors.
Article 6 where the company intends to hold a meeting of the board of directors to appoint the Secretary of the board of directors, it shall file with the stock exchange five trading days in advance, and submit the following materials: (I) the letter of recommendation of the board of directors, including the statement of the qualification of the recommended person (candidate) as the Secretary of the board of directors, the current position and work resume;
(II) qualification certificates of candidates, Secretary of the board of directors, etc.
If the stock exchange does not raise any objection to the qualification of the candidate for the Secretary of the board of directors within 5 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. The board of directors of the company may appoint a candidate for the Secretary of the board of directors who raises an objection to the stock exchange as the Secretary of the board of directors.
Chapter III responsibilities
Article 6 the main responsibilities of the Secretary of the board of directors:
(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 the management of investor relations and coordinate the information communication between the company and securities regulatory authorities, investors, actual controllers, intermediaries, media, etc;
(III) prepare and organize the meetings of the board of directors and the general meeting of shareholders, participate in the meetings of the general meeting of shareholders, the board of directors, the board of supervisors 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 immediately report and disclose to the stock exchange in case of undisclosed major information disclosure;
(V) supervise and urge the stock exchange to report the real situation and ask for confirmation in time;
(VI) organize the company’s directors, supervisors and senior managers to conduct training on relevant laws and regulations and relevant provisions of the 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, relevant provisions of the 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 the 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, regulations and stock exchanges.
Article 7 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, chief financial officer and other senior managers and relevant staff 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.
When the Secretary of the board of directors is unduly obstructed or seriously obstructed in the process of performing his duties, he may directly report to the stock exchange.
Article 8 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 IV Working Rules
Article 9 the Secretary of the board of directors shall be responsible for the following work related to the meeting of the board of directors:
(I) timely prepare for the meeting of the board of directors in accordance with relevant laws and regulations and the articles of Association;
(II) deliver the notice of the meeting of the board of directors and the meeting materials to all directors in the prescribed manner and time; (III) attend the meeting of the board of directors as nonvoting delegates and be responsible for the minutes of the meeting;
(IV) keep the meeting documents and minutes of the board of directors and establish archives.
Article 10 the Secretary of the board of directors shall be responsible for the following work related to the general meeting of shareholders:
(I) prepare for the general meeting of shareholders in accordance with relevant laws and regulations and the articles of Association;
(II) notify the shareholders of the company 20 days before the annual general meeting and 15 days before the extraordinary general meeting;
(III) before the meeting, establish the attendance book of the participants according to the register of shareholders of the company; Be responsible for checking whether the qualifications of shareholders (including agents) attending the meeting are legal and effective on the date of the meeting, and have the right to refuse shareholders (including agents) who do not have legal qualifications to enter the meeting place and attend the meeting;
(IV) before the shareholders’ meeting is held, the following information shall be placed at the meeting address specified in the meeting notice for the inspection of shareholders (including shareholders’ agents) attending the meeting:
1. The full text of the proposal to be submitted to the general meeting of shareholders for deliberation;
2. Contracts and agreements on major matters such as foreign investment, acquisition, merger and reorganization to be considered by the general meeting of shareholders, as well as the explanations or explanations of the board of directors on the above-mentioned major matters;
3. The relationship between the matters to be considered at the general meeting of shareholders and the company’s shareholders, current directors, supervisors and senior managers, as well as the nature and extent of the relationship, as well as the explanatory materials of the impact of this relationship on the company and other shareholders;
4. Other relevant information that the board of Directors considers helpful for shareholders (including shareholders’ agents) attending the meeting to make decisions on the proposal;
(V) assist the board of directors in convening the general meeting of shareholders on the date of notice; Assist the board of directors in explaining the reasons when the general meeting of shareholders cannot be held normally or fails to make any resolution due to force majeure or other abnormal reasons;
(VI) assist in maintaining the seriousness and order of the general meeting of shareholders;
(VII) keep minutes of the general meeting of shareholders;
(VIII) keep the documents and minutes of the general meeting of shareholders and establish archives.
Article 11 proposal handling procedures: the proposer submits the proposal to the Secretary of the board of directors – the Secretary of the board of directors makes a general review – returns the proposal to the proposer for supplement, modification and improvement (when necessary) – the Secretary of the board of directors arranges and summarizes the form – submits it to the chairman to decide whether to submit it to the meeting for decision – the Secretary of the board of directors makes the meeting documents according to the decision.
If the chairman makes a proposal, the chairman shall directly draw up the proposal or entrust the Secretary of the board of directors to make the proposal – the Secretary of the board of directors shall sort out and summarize the form – submit it to the chairman to decide whether to submit it to the meeting decision – the Secretary of the board of directors shall make the meeting documents according to the decision.
Article 12 the general review of the proposal shall be conducted in accordance with relevant national laws, administrative regulations and the company’s system. The review contents include: whether the content of the proposal is the responsibility requirements of the proposer, whether it complies with the decision-making scope of the proposed meeting, whether the specific proposal matters conflict with the company’s regulations, whether the pre procedure required to be performed has been performed, whether the demonstration materials required to be provided are sufficient, and whether the document form complies with the company’s regulations, etc.
After review, the Secretary of the board of directors shall return to request supplement, modification and improvement, and the proposer shall submit it after supplement, modification and improvement in time; If the proposer insists on the content of the proposal, the Secretary of the board of directors shall mark the review opinions and submit them to the chairman for decision.
Chapter V appointment and removal procedures
Article 13 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 14 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 15 the company shall appoint a securities affairs representative 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 on his behalf. During this period, the Secretary of the board of directors shall not be exempted from the responsibilities of the company’s information disclosure and other affairs.
The post holding conditions of securities affairs representatives shall be implemented with reference to Article 5 of the system.
Article 16 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 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 17 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Article 18 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 5 of this system 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 and investors; (IV) violating laws and regulations, relevant provisions of the stock exchange and the articles of association, causing heavy losses to the company and investors.
Article 19 during the vacancy of the Secretary of the board of directors of the company, the board of directors shall timely appoint a director or senior manager to act as the Secretary of the board of directors and report to the stock exchange, 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 VI Legal Liability
Article 20 if the Secretary of the board of directors violates laws, regulations or the articles of association, he shall be investigated for corresponding responsibilities in accordance with relevant laws, regulations or the articles of association.
Chapter VII supplementary provisions
Article 21 in case of any conflict between the working system and the laws, administrative regulations, departmental rules issued by the state or the revised articles of association of the company, the provisions of relevant national laws, administrative regulations, departmental rules and the articles of association of the company shall prevail.
Article 22 the working system shall come into force after deliberation and approval by the board of directors, and the same shall apply to the modification.
Article 23 the working system shall be interpreted by the board of directors of the company.
