Jiangsu Bide Science And Technology Co.Ltd(605298)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to guide the daily work of the Secretary of the board of directors of the company, this system is formulated in accordance with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and the relevant provisions of the articles of association.
Article 2 the company has a secretary of the board of directors. As the designated contact between the company and the stock exchange, the Secretary of the board of directors is the senior manager appointed by the board of directors and is responsible to the company and the board of directors.
The company shall provide convenience for the Secretary of the board of directors to perform his duties, and the directors, supervisors, other senior managers and relevant staff shall support and cooperate with the Secretary of the board of directors in his work.
In order to perform his duties, the Secretary of the board of directors has the right to know the company’s financial and operating conditions, participate in relevant meetings involving 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.
Article 3 the Secretary of the board of directors shall abide by the articles of association, bear the relevant legal responsibilities of the company’s senior managers, be honest and diligent to the company, and shall not use his power to seek benefits for himself or others.
Chapter II qualifications
Article 4 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. Directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors. The Secretary of the board of directors and the Secretary of the board of directors shall not act as the Secretary of the board of directors respectively.
Article 5 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 equity affairs for more than three years;
(II) have certain 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 duties faithfully;
(III) must be subject to the professional training and qualification examination of the stock exchange and obtain the qualification certificate.
(IV) be familiar with the company’s operation and management, and have good organization, coordination and communication skills.
Article 6 the following persons shall not serve as the Secretary of the board of directors:
(I) the situation that the Shanghai Stock Exchange shall not serve as a director, supervisor or senior manager of a listed company;
(II) any person under any of the circumstances specified in Article 146 of the company law;
(III) having been subject to administrative punishment by the CSRC in the past three years;
(IV) having been publicly condemned by the 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.
Chapter III main responsibilities
Article 7 duties 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 Shanghai Stock Exchange in case of undisclosed major information disclosure;
(V) pay attention to media reports and take the initiative to verify the truth, and urge the company and other relevant subjects to reply to the inquiry of the exchange in time;
(VI) organize the company’s directors, supervisors and senior managers to conduct training on relevant laws and regulations and relevant provisions of Shanghai 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 Shanghai 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 Shanghai 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 Shanghai Stock Exchange.
Article 8 during the term of office, the Secretary of the board of directors shall participate in the follow-up training organized by Shanghai Stock Exchange as required.
Chapter IV appointment and dismissal
Section I appointment
Article 9 the Secretary of the board of directors shall be nominated by the chairman of the company, appointed by the board of directors, reported to the stock exchange for filing and announced.
Article 10 after appointing the Secretary of the board of directors, the company shall make a timely announcement and submit the following materials to Shanghai Stock Exchange:
(I) the letter of recommendation of the board of directors, including the statement that the Secretary of the board of directors meets the requirements of the Shanghai Stock Exchange, his current position, work performance, personal morality, etc;
(II) resume and copies of academic certificates of the Secretary of the board of directors;
(III) letter of appointment of secretary of the board of directors or relevant resolutions of the board of directors;
(IV) the means of communication of the Secretary of the board of directors, including office telephone, mobile phone, fax, mailing address and special e-mail address, etc.
In case of any change in the above materials related to communication methods, the company shall timely submit the changed materials to Shanghai Stock Exchange.
When appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring the Secretary of the board of directors 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.
Article 11 while appointing the Secretary of the board of directors, 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 may 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. The securities affairs representative shall obtain the qualification training certificate of the Secretary of the board of directors issued by Shanghai Stock Exchange.
Section 2 resignation or dismissal
Article 12 If the Secretary of the board of directors is under any of the following circumstances, the company shall dismiss him within one month from the date of relevant facts:
(I) any one of the five situations that Shanghai Stock Exchange stipulates not to serve as the Secretary of the board of directors; (II) unable to perform duties for more than 3 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 Shanghai Stock Exchange and the articles of association, causing heavy losses to the company and investors.
Article 13 if the Secretary of the board of directors of the company resigns or is dismissed, the board of directors of the company shall formally appoint a new secretary of the board of directors within three months after the former Secretary of the board of directors leaves office.
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 of the company, and hand over relevant archives, ongoing matters and other matters to be handled under the supervision of the board of supervisors.
Article 14 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 Shanghai 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. 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 15 the company’s board of directors 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 board of directors of the company shall report to the stock exchange and the dispatched office of the CSRC at the same time, explain the reasons and make an announcement.
The Secretary of the board of directors may submit a personal statement report to the stock exchange on the improper dismissal by the company or the situation related to resignation.
Chapter V supplementary provisions
Article 16 the board of directors of the company is responsible for the interpretation of this system.
Article 17 this system shall come into force from the date of deliberation and approval by the board of directors of the company.
