Shanxi Huayang New Materialco.Ltd(600281)
Working system of the Secretary of the board of directors
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to improve the governance level of Shanxi Huayang New Materialco.Ltd(600281) company (hereinafter referred to as “the company”), standardize the selection, performance, training and assessment of the Secretary of the board of directors, and further clarify the responsibilities of the Secretary of the board of directors and the departments in charge, 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 This system is formulated in combination with the actual situation of the company, in accordance with the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules (hereinafter referred to as the “Listing Rules”) and other laws and regulations, other normative documents and the articles of association.
Article 2 the Secretary of the board of directors is the senior management of the company, responsible to the company and the board of directors, and shall perform his duties faithfully and diligently.
Article 3 the Secretary of the board of directors is the designated contact between the company and Shanghai Stock Exchange, and is responsible for handling information disclosure, corporate governance, equity management and other matters within its relevant responsibilities in the name of the company.
Article 4 the company shall establish a working department in the charge of the Secretary of the board of directors.
Chapter II selection and appointment
Article 5 to serve as the Secretary of the board of directors of the company, the following conditions shall be met:
(I) have good professional ethics and personal qualities;
(II) have the professional knowledge of finance, management and law necessary for performing their duties;
(III) have the necessary working experience for performing duties;
(IV) obtain the qualification certificate of secretary of the board of directors recognized by Shanghai Stock Exchange.
Article 6 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. Under any of the following circumstances, he shall not serve as the Secretary of the board of directors of the company:
(I) any of the circumstances specified in Article 146 of the company law;
(II) having been subject to administrative punishment by the CSRC in the last three years;
(III) has been publicly recognized by the Shanghai Stock Exchange as unfit to serve as the Secretary of the board of directors of a listed company;
(IV) having been publicly condemned by the Shanghai Stock Exchange or criticized in more than three circulars in the past three years;
(V) the current supervisor of the company;
(VI) other circumstances that Shanghai Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Article 7 selection and appointment of the Secretary of the board of directors
The Secretary of the board of directors of the company shall be nominated by the chairman and appointed or dismissed by the board of directors. If 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 Shanghai Stock Exchange five trading days in advance, and submit the following materials: (I) the letter of recommendation of the board of directors, including the description that the recommended person (candidate) meets the qualification of the Secretary of the board of directors, current position and work resume;
(II) qualification certificates of candidates, Secretary of the board of directors, etc.
If Shanghai Stock Exchange does not raise any objection to the qualification of the candidate for 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 shall not appoint a candidate for the Secretary of the board of directors who raises an objection to the Shanghai Stock Exchange as the Secretary of the board of directors.
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 if the Secretary of the board of directors of the company is under any of the following circumstances, the company shall dismiss him within one month from the date of relevant facts:
(I) any of the circumstances specified in Article 7 of the system;
(II) fail to participate in the follow-up training of the Secretary of the board of directors for three consecutive years;
(III) unable to perform duties for more than three consecutive months;
(IV) major mistakes or omissions in the performance of duties, with serious consequences;
(V) violation of laws, regulations or other normative documents with serious consequences.
When the Secretary of the board of directors is dismissed, the company shall timely report to the Shanghai 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 Shanghai Stock Exchange on improper dismissal by the company.
Article 10 if the Secretary of the board of directors of the company is dismissed or resigned, he shall accept 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.
If the Secretary of the board of directors fails to complete the above reporting and announcement obligations after his resignation, or fails to complete the departure review, documents and work handover procedures, he shall still assume the responsibilities of the Secretary of the board of directors.
Article 11 the Secretary of the board of directors of the company shall be reappointed within three months after leaving his post.
During the vacancy period of the Secretary of the board of directors, the board of directors of the company shall timely appoint a director or senior management to act as the Secretary of the board of directors, report to Shanghai Stock Exchange, and determine the candidate of the Secretary of the board of directors as soon as possible. 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 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 III Performance of duties
Article 12 the Secretary of the board of directors is responsible for the management of the company’s information disclosure, including:
(I) be responsible for the external release of the company’s information;
(II) formulate and improve the company’s information disclosure management system;
(III) urge relevant information disclosure obligors of the company to comply with relevant provisions on information disclosure, and assist relevant parties and relevant personnel to fulfill their obligations of information disclosure;
(IV) be responsible for the confidentiality of the company’s undisclosed major information;
(V) be responsible for the registration and filing of insiders of the company;
(VI) pay attention to media reports, actively seek confirmation from the company and relevant information disclosure obligors, and urge the board of directors to disclose or clarify in time.
Article 13 the Secretary of the board of directors shall assist the board of directors in strengthening the construction of corporate governance mechanism, including: (I) organizing the preparation and attending the meetings of the board of directors and its special committees, the meetings of the board of supervisors and the meetings of the general meeting of shareholders;
(II) establish and improve the company’s internal control system;
(III) actively promote the company to avoid horizontal competition and reduce and standardize related party transactions;
(IV) actively promote the company to establish and improve the incentive and restraint mechanism;
(V) actively promote the company to assume social responsibility.
Article 14 the Secretary of the board of directors of the company shall be responsible for the management of the company’s investor relations and improve the working mechanism of communication, reception and service for the company’s investors.
Article 15 the Secretary of the board of directors shall be responsible for the equity management of the company, including:
(I) keep the shareholding information of the company’s shareholders;
(II) handle matters related to the company’s restricted shares;
(III) supervise and urge the directors, supervisors, senior managers and other relevant personnel of the company to abide by the relevant provisions on the purchase and sale of shares of the company;
(IV) other equity management matters of the company.
Article 16 the Secretary of the board of directors of the company shall assist the board of directors in formulating the development strategy of the company’s capital market and assist in planning or implementing the refinancing or merger and reorganization of the company’s capital market.
Article 17 the Secretary of the board of directors of the company shall be responsible for the training of the standardized operation of the company, and organize the directors, supervisors, senior managers and other relevant personnel of the company to receive the training of relevant laws, regulations and other normative documents.
Article 18 the Secretary of the board of directors of the company shall remind the directors, supervisors and senior managers of the company to perform the obligations of loyalty and diligence. If they know that the above-mentioned personnel have made or may make relevant decisions in violation of relevant laws and regulations, other normative documents or the articles of association, they shall give a warning and immediately report to Shanghai Stock Exchange.
Article 19 the Secretary of the board of directors of the company shall perform other duties required by the company law, the CSRC and the Shanghai Stock Exchange.
Article 20 the company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, senior managers and relevant staff of the company shall cooperate with the Secretary of the board of directors in performing his duties.
Article 21 in order to perform his duties, the Secretary of the board of directors of the company has the right to know the financial and business conditions of the company, consult all documents within the scope of his duties, and require relevant departments and personnel of the company to provide relevant materials and information in time. Article 22 when the company holds the general manager’s office meeting and other meetings involving major matters of the company, it shall timely inform the Secretary of the board of directors to attend as nonvoting delegates and provide meeting materials.
Article 23 the Secretary of the board of directors of the company is improperly obstructed or seriously obstructed in the process of performing his duties
It can directly report to the Shanghai Stock Exchange.
Article 24 the Secretary of the board of directors of the company shall sign a confidentiality agreement with the company and promise to continue to perform the confidentiality obligation during the term of office and after leaving office until the relevant information is disclosed to the public. However, the information involving the company’s violations of laws and regulations does not belong to the scope of confidentiality that should be performed as mentioned above.
Article 25 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 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 secretary of the board of directors recognized by Shanghai Stock Exchange.
Chapter IV training
Article 26 the candidates for secretary of the board of directors or securities affairs representative of the company shall participate in the qualification training recognized by Shanghai Stock Exchange. In principle, the training time shall not be less than 36 class hours, and obtain the qualification certificate of secretary of the board of directors.
Article 27 the Secretary of the board of directors of the company shall participate in the follow-up training of the Secretary of the board of directors held by Shanghai Stock Exchange at least once every two years. If the Secretary of the board of directors of the company is criticized by Shanghai Stock Exchange, he shall participate in the latest follow-up training for the Secretary of the board of directors held by Shanghai Stock Exchange.
Chapter V supplementary provisions
Article 28 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 29 the system shall be formulated and interpreted by the board of directors.
Article 30 the system shall be implemented from the date of deliberation and approval by the board of directors, and the same shall apply to modification.
