Dongguan Aohai Technology Co.Ltd(002993)
Working rules of the Secretary of the board of directors
April 2022
catalogue
Chapter I General Provisions Chapter II qualifications of the Secretary of the board of Directors Chapter III responsibilities of the Secretary of the board of Directors Chapter IV appointment, removal and working rules of the Secretary of the board of Directors 4 chapter V Supplementary Provisions six
Dongguan Aohai Technology Co.Ltd(002993)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as “the company” or “the company”), give full play to the role of the Secretary of the board of directors and strengthen the management and supervision of the work 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 (hereinafter referred to as “the securities law”) Relevant laws, administrative regulations, departmental rules, normative documents and Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the articles of association), such as 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 (hereinafter referred to as the “guidelines for standardized operation of the main board”), Formulate these working rules.
Article 2 the company has a secretary of the board of directors, who is the senior management of the company and is responsible to the board of directors.
Article 3 the board of directors of the company may appoint a securities affairs representative to assist the Secretary of the board of directors in performing his duties while employing the Secretary of the board of directors. The securities affairs representative shall participate in the qualification training of the Secretary of the board of directors organized by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and obtain the qualification certificate of the Secretary of the board of directors.
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 4 the Secretary of the board of directors and the securities affairs representative of the company shall abide by this system.
Chapter II qualifications of the Secretary of the board of directors
Article 5 the Secretary of the board of directors of the company shall have the following qualifications:
(I) have a college degree or above, and have been engaged in secretarial, management and equity affairs for more than 3 years;
(II) have the professional knowledge of finance, management and law necessary for performing their duties; Have good personal and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully; (III) the Secretary of the board of directors shall be the director, deputy general manager, financial officer or other senior managers specified in the articles of association of the company. If other personnel of the company need to be the Secretary of the board of directors due to special circumstances, it shall be approved by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
(IV) obtain the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange.
Article 6 under any of the following circumstances, he shall not serve as the Secretary of the board of directors of the company:
(I) administrative penalty imposed by the CSRC in the last 36 months;
(II) being publicly condemned by the stock exchange or criticized in more than three circulars in the past 36 months; (III) the current supervisor of the company;
(IV) other circumstances that Shenzhen Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Chapter III Duties of the Secretary of the board of directors
Article 7 the main responsibilities of the Secretary of the board of directors 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 meeting of the board of directors, the meeting of the board of supervisors and relevant meetings of senior managers, and be responsible for the minutes of the meeting of the board of directors and signing;
(IV) be responsible for the confidentiality of the company’s information disclosure, and timely report to the Shenzhen Stock Exchange and make an announcement 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 respond to all inquiries of the 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, regulations, rules, normative documents, these rules, other relevant 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) be responsible for the management of changes in the company’s shares and derivatives;
(IX) other duties required by laws and regulations and Shenzhen Stock Exchange.
Chapter IV appointment, removal and working rules of the Secretary of the board of directors
Article 8 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by 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 of the company shall not do it in a dual capacity.
Article 9 the company shall appoint the Secretary of the board of directors within three months after the IPO or within three months after the former Secretary of the board of directors leaves office.
Article 10 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 11 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.
Article 12 the company shall provide convenience for the Secretary of the board of directors to perform his duties. Directors, supervisors, financial principals and other senior managers and relevant personnel of the company shall support and cooperate with the Secretary of the board of directors in the work of information disclosure.
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 related to information disclosure, consult all documents related to information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in time.
The Secretary of the board of directors has the right to report directly to the Shenzhen Stock Exchange in case of improper obstruction and serious obstruction in the performance of his duties.
Article 13 in case of any of the following circumstances, the board of directors of 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 6 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, resulting in heavy losses to the company or investment; (IV) violating laws, administrative regulations, departmental rules, normative documents, these rules, other relevant provisions of Shenzhen Stock Exchange or the articles of association, causing heavy losses to investors;
(V) other circumstances under which the board of Directors considers it inappropriate to continue to serve as the Secretary of the board of directors.
Article 14 the board of directors of the company shall have sufficient reasons for dismissing the Secretary of the board of directors. When dismissing the Secretary of the board of directors or resigning, the board of directors of the company shall 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 on improper dismissal by the company or circumstances related to resignation.
Article 15 before leaving office, the Secretary of the board of directors shall accept the leaving examination 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 16 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.
Article 17 If 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.
Article 18 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 V supplementary provisions
Article 19 Unless otherwise specified in the context, the terms “above” and “below” in these rules include this amount, and the terms “above” and “below” do not include this amount.
Article 20 matters not covered in these Rules shall be implemented in accordance with the relevant provisions of national laws and regulations, listing rules, guidelines for standardized operation of the main board and the articles of association.
Article 21 if these detailed rules are inconsistent with the relevant provisions of national laws, regulations and the articles of association, the relevant provisions of national laws, regulations, listing rules, guidelines for standardized operation of the main board and the articles of association shall prevail.
Article 22 the detailed rules shall be implemented from the date of deliberation and adoption by the board of directors.
Article 23 the detailed rules shall be interpreted and amended by the board of directors.
