Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Working rules of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to clarify the duties and authorities of the Secretary of the board of directors of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as “the company” or “the company”) and standardize the behavior of the Secretary of the board of directors, these working rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as “the articles of association”) and other relevant provisions.
Article 2 the Secretary of the board of directors is the senior management of the company and is responsible to the company and the board of directors. The relevant provisions of laws, administrative regulations, departmental rules and the articles of association on the company’s senior managers are applicable to the Secretary of the board of directors.
Chapter II qualifications
Article 3 the Secretary of the board of directors shall have the professional knowledge of finance, management and law necessary for performing his duties, have good professional ethics and personal morality, and obtain the qualification certificate of the Secretary of the board of directors issued by the stock exchange. The Secretary of the board of directors shall have the following necessary professional knowledge and experience:
(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, computer application, etc;
(III) have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully.
Article 4 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company:
(I) one of the circumstances specified in Article 146 of the company law or one of the circumstances specified in Article 108 of the articles of Association;
(II) less than three years have elapsed since the last administrative penalty imposed by the CSRC;
(III) being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
(IV) the current supervisor of the company;
(V) certified public accountants of accounting firms and lawyers of law firms employed by the company;
(VI) laws and regulations and other circumstances that the stock exchange deems unsuitable for serving as the Secretary of the board of directors. Article 5 the Secretary of the board of directors is the senior management of the company and is responsible to the board of directors. The Secretary of the board of directors shall be a director, general manager, deputy general manager or person in charge of finance of the company.
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 do it in a dual capacity.
Chapter III responsibilities
Article 6 the Secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, departmental rules, the articles of association and these rules, bear the corresponding legal responsibilities with the senior managers of the company, and bear the obligation of loyalty and diligence to the company.
Article 7 the Secretary of the board of directors shall perform the following duties:
(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 shareholder information of the company, and coordinate the information communication between the company and securities regulatory authorities, shareholders and actual controllers, sponsors, securities service institutions, 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 and announce to the stock exchange in case of leakage of undisclosed major information;
(V) pay close attention to media reports and take the initiative to verify the truth, and urge the board of directors to respond to all inquiries of the stock exchange in a timely manner;
(VI) organize directors, supervisors and senior managers to receive training on securities laws and regulations, listing rules of stock exchanges and relevant provisions, and assist the above-mentioned personnel to understand their rights and obligations in information disclosure; (VII) urge directors, supervisors and senior managers to abide by laws, regulations, rules, normative documents, stock listing rules of stock exchanges and other relevant provisions 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 report it to the stock exchange immediately and truthfully;
(VIII) other duties required by the company law, the securities law, the CSRC and the stock exchange.
Article 8 the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. Article 9 all proposals that need to be submitted to the board meeting for deliberation shall be collected and sorted by the Secretary of the board of directors and submitted to the chairman for review to determine whether to submit them to the board meeting for deliberation.
Article 10 when the board of directors is convened by fax, the directors participating in the meeting shall state their opinions on each proposal, sign and fax it to the Secretary of the board of directors.
For the board of directors held by fax, the Secretary of the board of directors shall prepare and sign the minutes of the board of directors according to the results of the directors’ fax voting. The minutes of the board of directors shall be signed by the directors and confirmed by fax. Within five working days after the end of the meeting, the directors participating in the voting shall send the original fax voting and the signed minutes of the board of directors to the Secretary of the board of directors by mail. The Secretary of the board of directors shall keep all fax documents related to the meeting and the signed documents sent back by the directors as the archives of the meeting of the board of directors.
Article 11 the Secretary of the board of directors shall actively cooperate and provide assistance to independent directors, directors and supervisors in performing their duties, such as introducing information, providing materials, etc.
Article 12 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 personnel of the company shall support and cooperate with the Secretary of the board of directors in his work. The chairman of the board of directors shall guarantee the right to know of independent directors and the Secretary of the board of directors, create good working conditions for them to perform their duties, and shall not obstruct them from exercising their functions and powers according to law in any form.
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 and require relevant departments and personnel of the company to provide relevant materials and information in time.
Chapter IV appointment and removal procedures
Article 13 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 14 while appointing the Secretary of the board of directors, the company shall also appoint 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, the securities affairs representative shall exercise his rights and perform his duties.
The securities affairs representative shall receive the qualification training of the Secretary of the board of directors of the stock exchange and obtain the qualification certificate of the Secretary of the board of directors.
Article 15 the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss him without reason.
Article 16 under any of the following circumstances, 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 4 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, causing heavy losses to investors;
(IV) violating national laws, administrative regulations, departmental rules and the articles of association, causing heavy losses to the company or shareholders.
Article 17 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 made public, except for the information involving the company’s violations of laws and regulations.
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, and hand over relevant archives and documents and matters being handled or to be handled under the supervision of the board of supervisors.
After the Secretary of the board of directors is dismissed or resigns, he shall still bear the responsibility of the Secretary of the board of directors before he fails to fulfill the obligation of reporting and announcement, or fails to complete the leaving review, file transfer and other procedures.
Article 18 during the vacancy of the Secretary of the board of directors, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors, and determine the candidate of the Secretary of the board of directors as soon as possible. Before the board of directors 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.
After 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 until the company formally appoints the Secretary of the board of directors.
Article 19 during the term of office, the Secretary of the board of directors shall participate in the follow-up training of the Secretary of the board of directors organized by the stock exchange as required.
Chapter V assessment, rewards and punishments
Article 20 the board of directors shall decide on the remuneration, rewards and punishments of the Secretary of the board of directors. The work of the Secretary of the board of directors shall be assessed by the board of directors and its remuneration and assessment committee.
Article 21 if the Secretary of the board of directors violates laws and regulations, departmental rules or the articles of association, he shall bear corresponding responsibilities according to law.
Article 22 when the Secretary of the board of directors is banned from entering the securities market due to violation of laws and regulations, departmental rules or the articles of association, the company shall dismiss the Secretary of the board of directors in time in accordance with relevant regulations.
Chapter VI supplementary provisions
Article 23 matters not covered in these Rules shall be implemented in accordance with laws and regulations, departmental rules, relevant normative documents and the articles of association. In case of any conflict between these rules and laws and regulations, departmental rules, relevant normative documents and the articles of association, the provisions of relevant national laws and regulations, departmental rules, relevant normative documents and the articles of association shall prevail.
Article 24 the detailed rules shall be interpreted by the board of directors of the company.
Article 25 the detailed rules shall be implemented from the next day after being deliberated and approved by the board of directors of the company.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) April 2002
