Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of the board of directors of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “company”), give full play to the role of the Secretary of the board of directors and strengthen the guidance 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) The Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the GEM Listing Rules), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem (hereinafter referred to as the “guidelines for the standardized operation of companies listed on the gem”) and other laws, regulations and normative documents, as well as the provisions of the articles of association of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “articles of association”), These rules are formulated.
Article 2 These rules are applicable to the post of secretary of the board of directors and are 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 undertakes the obligations required by laws, regulations and the articles of Association for the Secretary of the board of directors and enjoys corresponding work powers.
The Secretary of the board of directors shall be responsible to the company and the board of directors and shall perform his duties faithfully and diligently.
Chapter II selection and appointment of secretary of the board of directors
Article 4 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors. As the designated contact between the company and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), 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 shall not act in a dual capacity.
Article 5 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;
（3） Have the necessary working experience to perform their duties.
Article 6 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
（1） Any of the circumstances specified in Article 146 of the company law;
（2） Less than three years have elapsed since the last administrative penalty imposed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”);
（3） Being publicly recognized by the stock exchange as unfit to serve as the Secretary of the board of directors of a listed company, and the term has not expired; （4） In the past three years, he has been publicly condemned by the stock exchange or criticized in more than three circulars;
（5） Being banned from entering the securities market by the CSRC from serving as the Secretary of the board of directors of listed companies, and the period has not expired;
（6） Current supervisor of the company;
（7） Other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors.
Article 7 the company 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 company shall timely 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 8 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 6 of these rules;
（2） Unable to perform duties for more than three consecutive months;
（3） Major mistakes or omissions occur in the performance of duties, causing heavy losses to the company or shareholders;
（4） Violating laws and regulations or other normative documents or the articles of association, causing heavy losses to the company or shareholders. When the Secretary of the board of directors is dismissed, the company shall explain the reasons to all shareholders in time.
Article 9 if the Secretary of the board of directors of the company is dismissed or resigns from his post, he shall accept the departure review of the board of directors and the board of supervisors of the company before leaving his post, 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. If the Secretary of the board of directors fails to complete the departure review, documents and work handover procedures after his resignation, he shall still assume the responsibilities of the Secretary of the board of directors.
Article 10 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. During the vacancy of the Secretary of the board of directors, the board of directors of the company shall timely appoint a director or senior manager to act as the Secretary of the board of directors.
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 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 until the company appoints a new secretary of the board of directors.
Chapter III Performance of the Secretary of the board of directors
Article 11 the Secretary of the board of directors of the company is responsible to the company and the board of directors and performs the following duties:
（1） 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;
（2） Be responsible for the company’s investor relations management and shareholder information management, and coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, securities service institutions, media, etc;
（3） 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 sign for confirmation;
（4） Be responsible for the confidentiality of the company’s information disclosure, and timely report and announce to the Shenzhen Stock Exchange in case of disclosure of undisclosed major information;
（5） Pay attention to media reports and take the initiative to verify the truth, and urge the board of directors to respond to the inquiries of Shenzhen Stock Exchange in time;
（6） Organize the training of directors, supervisors and senior managers on securities laws and regulations and relevant rules of Shenzhen Stock Exchange, and assist the above-mentioned personnel to understand their rights and obligations in information disclosure;
（7） Urge directors, supervisors and senior managers to abide by securities laws and regulations, GEM Listing Rules, guidelines for the standardized operation of GEM listed companies, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and earnestly fulfill their commitments; When knowing that the company has made or may make a resolution in violation of relevant provisions, it shall remind it and immediately report to the Shenzhen Stock Exchange truthfully.
Article 12 the Secretary of the board of directors of the company shall perform other duties required by the company law, the securities law, the CSRC and the Shenzhen Stock Exchange.
Article 13 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 14 in order to perform his duties, the Secretary of the board of directors of the company has the right to attend relevant meetings, consult relevant documents and understand the company’s finance and operation. The board of directors and other senior managers shall support the work of the Secretary of the board of directors, respond to the inquiries raised by the Secretary of the board of directors in a timely and truthful manner, and provide relevant materials.
Article 15 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 16 the Secretary of the board of directors of the company may directly report to the Shenzhen stock exchange if he is unduly hindered or seriously obstructed in the process of performing his duties.
Article 17 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 obligation of confidentiality during his 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 18 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 the responsibility of the company’s information disclosure firm.
Chapter IV punishment of the Secretary of the board of directors
Article 19 Where the Secretary of the board of directors commits any of the following illegal acts, the income obtained shall belong to the company:
（1） Misappropriating company funds;
（2） Open an account in his own name or in the name of other individuals to deposit the company’s funds;
（3） In violation of the provisions of the articles of association, lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
（4） Entering into contracts or transactions with the company in violation of the provisions of the articles of association or without the consent of the general meeting of shareholders; （5） Without the consent of the general meeting of shareholders, take advantage of his position to seek business opportunities belonging to the company for himself or others, and operate businesses similar to the company on his own or for others;
（6） Accept the Commission of others’ transactions with the company as their own;
（7） Disclose company secrets without authorization;
（8） Other acts in violation of the duty of loyalty to the company.
Article 20 after the company’s initial public offering and listing, the Secretary of the board of directors of the company shall sell the company’s shares held by him within six months after buying them, or buy them again within six months after selling them. The proceeds therefrom shall belong to the company, and the board of directors of the company shall recover the proceeds.
Article 21 if the information is not disclosed in accordance with the provisions, or the securities issuance documents, periodic reports, interim reports and other information disclosure materials announced by the company have false records, misleading statements or major omissions, resulting in losses to investors in securities trading, the Secretary of the board of directors, the controlling shareholders, actual controllers, directors, supervisors Other senior managers and other persons directly responsible, sponsors, underwriting securities companies and their persons directly responsible shall bear joint and several liability with the company, except those who can prove that they are not at fault.
Article 22 If the Secretary of the board of directors violates the provisions of the company law, the securities law and other laws and regulations, the company will take the internal accountability measures specified in Article 23 of these rules according to the seriousness of the circumstances. If criminal liability is constituted, the company shall transfer it to the judicial organ for handling according to law.
Article 23 depending on the seriousness of the case, the company shall implement the following internal accountability measures for the dereliction of duty, malfeasance or illegal acts of the Secretary of the board of directors during his tenure:
（1） Order a review;
（2） Circulate a notice of criticism;
（3） Warning;
（4） Withholding wages;
（5） Pay cuts;
（6） Degradation;
（7） Restricted equity incentive;
（8） Compensation for losses;
（9） Dismissal.
Chapter V others
Article 24 under any of the following circumstances, the board of directors shall amend these rules:
（1） After the amendment of relevant laws, regulations, normative documents and the articles of association, these rules conflict with them;
（2） The detailed rules do not adapt to the changes of the company;
（3） The board of directors decides to amend the.
In case of the circumstances specified in the preceding paragraph and it is necessary to modify the detailed rules, the Secretary of the board of directors shall prepare the draft of modification opinions and submit it to the board of directors for deliberation.
Article 25 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 26 the detailed rules shall be interpreted by the board of directors.
Article 27 the detailed rules shall come into force from the date of deliberation and adoption by the board of directors.
