Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
Working system of the Secretary of the board of directors
Chapter I General principles
Article 1 in order to improve the governance level of Shanxi Lu’an environmental protection and energy Co., Ltd. (hereinafter referred to as “the company”) and standardize the selection, performance, training and assessment of the Secretary of the board of directors of the company, in accordance with the company law, the securities law, the listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation This system is formulated in accordance with the articles of association and other laws, regulations and other normative documents.
Article 2 this system specifies the work authority and responsibilities of the Secretary of the board of directors, which is the main basis for the board of directors to review and evaluate the work achievements of the Secretary of the board of directors.
Article 3 the Secretary of the board of directors is a senior manager of the company, who is responsible to the company and the board of directors, undertakes the obligations required by laws, regulations and relevant systems of the company for the Secretary of the board of directors, enjoys corresponding responsibilities and rights, and shall perform his duties faithfully and diligently.
Article 4 the Secretary of the board of directors is the designated contact between the company and Shanghai Stock Exchange. The Secretary of the board of directors shall handle information disclosure, corporate governance, equity management and other matters within his relevant responsibilities in the name of the company.
Article 5 the company shall establish a management department for the work of the board of directors and information disclosure affairs, which shall be led by the Secretary of the board of directors.
Chapter II election
Article 7 to serve as the Secretary of the board of directors of the company, the following conditions shall be met:
（1） Have good professional ethics and personal quality;
（2） Have the professional knowledge of finance, management and law necessary to perform their duties; （3） Have the necessary working experience to perform their duties;
（4） Obtain the qualification certificate of secretary of the board of directors recognized by Shanghai Stock Exchange.
Article 8 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
（1） Prohibited circumstances stipulated in the company law and other laws and regulations;
（2） He has been subject to administrative punishment by the CSRC in the past three years;
（3） In the past three years, he has been publicly condemned by the stock exchange or criticized in more than three circulars;
（4） Current supervisor of the company;
（5） Other circumstances under which the Shanghai stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 9 when appointing the Secretary of the board of directors, the company shall make a timely announcement and submit the following materials to Shanghai Stock Exchange:
（1） The job qualification and moral character of the current candidate recommended by the board of directors (including the job qualification and personal performance of the recommended candidate of the board of directors);
（2） Copies of the candidate’s resume and academic certificate;
（3） Letter of appointment of secretary of the board of directors or relevant resolutions of the board of directors;
（4） 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.
Article 10 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Article 11 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:
（1） Any of the circumstances specified in Article 8 of the system;
（2） Unable to perform duties for more than three consecutive months;
（3） Major mistakes or omissions in the performance of duties, causing heavy losses to the company and investors;
（4） Violation of laws and regulations or other normative documents, causing heavy losses to the company and investors.
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 12 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 13 during the vacancy of the Secretary of the board of directors of the company, 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 for filing, 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 company 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 14 the Secretary of the board of directors is responsible for the management of the company’s information disclosure, including: (1) responsible for the external release of the company’s information;
（2） Formulate and improve the company’s information disclosure management system;
（3） 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;
（4） 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;
（5） Be responsible for the registration and filing of insiders of the company;
（6） Pay attention to media reports and take the initiative to verify the truth, urge the board of directors to disclose or clarify in time, and urge the company and other relevant subjects to reply to the inquiries of Shanghai Stock Exchange in time;
（7） Manage investor relations and coordinate information communication between the company and securities regulatory authorities, investors, actual controllers, intermediaries, media, etc;
（8） 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 take charge of the minutes of the meetings of the board of directors and sign them;
（9） Organize the directors, supervisors and senior managers of the company 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;
（10） 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;
（11） Be responsible for the management of changes in the company’s shares and their derivatives;
（12） Other duties required by laws and regulations and Shanghai Stock Exchange. Article 15 the Secretary of the board of directors shall assist the board of directors to strengthen the construction of corporate governance mechanism, including:
（1） Organize, prepare and attend the meetings of the board of directors and the general meeting of shareholders; Attend meetings of special committees of the board of directors and meetings of the board of supervisors as nonvoting delegates;
（2） Establish and improve the internal control system related to the company’s information disclosure;
（3） Actively promote the company to avoid horizontal competition, reduce and standardize related party transactions;
（4） Actively promote the company to establish and improve the incentive and restraint mechanism;
（5） Actively promote the company to assume social responsibility.
Article 16 the Secretary of the board of directors shall be responsible for the management of the company’s investor relations and improve the communication, reception and service mechanism of the company’s investors.
Article 17 the Secretary of the board of directors is responsible for the equity management of the company, including:
（1） Keep the shareholding information of the company’s shareholders;
（2） Handle matters related to the company’s restricted shares;
（3） Manage the identity of the directors, supervisors and senior managers of the company and the data and information of the shares held by the company, uniformly handle the online declaration of personal information for the directors, supervisors and senior managers, and regularly check the disclosure of the trading of shares of the company by the directors, supervisors and senior managers;
（4） Other equity management matters of the company.
Article 18 the Secretary of the board of directors 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 19 the Secretary of the board of directors 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 20 the Secretary of the board of directors shall remind the directors, supervisors and senior managers of the company to perform the obligations of loyalty and diligence. If the aforesaid personnel are aware of the violation of relevant laws and regulations, other normative documents or the articles of association and make or may make relevant decisions, they shall give a warning and immediately report to the board of directors of the company.
Article 21 the Secretary of the board of directors shall perform other duties required by the company law, the CSRC and the Shanghai Stock Exchange.
Article 22 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. The Secretary of the board of directors may directly report to the Shanghai stock exchange if he is unduly obstructed or seriously obstructed in the performance of his duties.
Article 23 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, consult all documents within his scope of responsibility, and require relevant departments and personnel of the company to provide relevant materials and information in time.
Article 24 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 25 the Secretary of the board of directors 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 26 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 27 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 28 in principle, 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 organized by the stock exchange at least once a year.
If the Secretary of the board of directors is criticized by the stock exchange and fails to pass the annual assessment, he shall participate in the latest follow-up training for the Secretary of the board of directors held by the stock exchange.
Chapter V supplementary provisions
Article 29 for matters not covered in this system, the Secretary of the board of directors shall implement them in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 30 the system shall come into force after being deliberated and approved at the meeting of the board of directors of the company, and the same shall apply to the modification.
Article 31 the system shall be interpreted by the board of directors of the company.
