Beijing Quanshi World Online Network Information Co.Ltd(002995)
Working system of the Secretary of the board of directors
April, 2002
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Working system of the Secretary of the board of directors
Chapter I General Provisions
Article 1 in order to further clarify the selection, performance, training and assessment of the Secretary of the board of directors of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as the company), give better play to the role of the Secretary of the board of directors, and improve the standard operation level and information disclosure quality of the company, 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") This system is formulated in accordance with the provisions of laws, regulations, normative documents and the articles of association, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling, etc. Article 2 the Secretary of the board of directors is a senior manager of the company, who is responsible to the board of directors of the company and shall perform his duties faithfully and diligently.
Article 3 the Secretary of the board of directors is the designated contact between the company and relevant information disclosure obligors and Shenzhen Stock Exchange (hereinafter referred to as "Stock Exchange"), performs the statutory reporting obligations, and is responsible for organizing, coordinating and managing the company's information disclosure, corporate governance, equity management and other matters within the scope of relevant responsibilities in the name of the board of directors.
Article 4 the company sets up a securities investment department, which is the working department in charge of the Secretary of the board of directors. Chapter II qualifications
Article 5 to serve as the Secretary of the board of directors, he shall have the professional knowledge of finance, management and law necessary for performing his duties, good professional ethics and personal quality, and obtain the qualification certificate of the Secretary of the board of directors issued by the stock exchange.
Article 6 a person under any of the following circumstances shall not serve as the Secretary of the board of directors:
(I) under any of the circumstances specified in Article 146 of the company law;
(II) administrative penalty imposed by the CSRC in the last 36 months;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars in the past 36 months; (IV) the current supervisor of the company;
(V) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(VI) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the listed company, and the term has not expired;
(VII) other circumstances that Shenzhen Stock Exchange deems unsuitable for serving as the Secretary of the board of directors.
Article 7 the directors or other senior managers of the company may concurrently serve as the Secretary of the board of directors of the company, and the supervisors and independent directors of the company shall not concurrently serve as the Secretary of the board of directors.
Article 8 the Secretary of the board of directors shall participate in the follow-up training of the Secretary of the board of directors organized by Shenzhen Stock Exchange as required.
Article 9 after appointing the Secretary of the board of directors, the company shall make a timely announcement and submit the following materials to Shenzhen Stock Exchange:
(I) the letter of appointment of the Secretary of the board of directors or relevant resolutions of the board of directors and appointment explanatory documents, including the qualifications, positions, work performance and personal morality in accordance with the stock listing rules of Shenzhen Stock Exchange; (II) resume and academic certificate of the Secretary of the board of directors (copy);
(III) 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 Shenzhen Stock Exchange.
The Secretary of the board of directors of Shenzhen Stock Exchange shall not raise any objection to the appointment of the Secretary of the board of directors of Shenzhen Stock Exchange.
Chapter II appointment and removal procedures
Article 10 the company shall establish a secretary of the board of directors as the designated contact between the company and the stock exchange. 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 11 the Secretary of the board of directors shall be nominated by the chairman and appointed or dismissed by the board of directors.
Article 12 the company shall sign an employment contract and confidentiality agreement with the Secretary of the board of directors. The employment contract shall include the duties, rights, obligations, treatment and term of office of the Secretary of the board of directors, and specify that the company shall not dismiss the Secretary of the board of directors without reason; The confidentiality agreement shall stipulate that the Secretary of the board of directors shall continue to perform the obligation of confidentiality until the relevant information is disclosed, except for the information involving the company's violations of laws and regulations.
Article 13 the board of directors of 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 resigned, the company shall timely report to 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 Shenzhen Stock Exchange on improper dismissal by the company or circumstances related to resignation.
Article 14 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) under any of the circumstances specified in article 4.4.4 of the Listing Rules of Shenzhen Stock Exchange; (II) unable to perform duties for more than three consecutive months;
(III) major mistakes or omissions occur in the performance of duties, causing heavy losses to investors; (IV) violating laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, other relevant provisions of the stock exchange or the articles of association, causing heavy losses to the company and investors.
Article 15 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 and documents and matters being handled or to be handled under the supervision of the board of supervisors of the company.
Article 16 during the vacancy of the Secretary of the board of directors, the board of directors of the company shall appoint a director or senior manager to act as the Secretary of the board of directors, report to Shenzhen stock exchange for the record, 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 vacancy period of the Secretary of the board of directors of the company exceeds 3 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 6 months.
Chapter III responsibilities and rights
Article 17 the Secretary of the board of directors is responsible to the company and the board of directors and performs 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 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 meetings of shareholders, the board of directors, the board of supervisors and the general manager's office meeting, and be responsible for the minutes of the meetings of the board of directors and the general meeting of shareholders and sign them;
(IV) be responsible for the confidentiality of the company's information disclosure, and timely report and announce to Shenzhen Stock Exchange in case of disclosure of undisclosed major information;
(V) pay attention to the rumors of relevant companies and take the initiative to verify the truth, and urge the board of directors and other relevant subjects to respond to all inquiries of Shenzhen Stock Exchange in time;
(VI) organize directors, supervisors and senior managers to review laws and regulations and Shenzhen stock exchange shares
Training in the listing rules and relevant provisions to assist the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(VII) supervise and urge directors, supervisors and senior managers to abide by laws and regulations, the stock listing rules of Shenzhen Stock Exchange, 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 provisions, they shall remind them and report to Shenzhen 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 the company law, the securities law, the CSRC and the stock exchange.
Article 18 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. Article 19 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 involving information disclosure, consult relevant documents, and require relevant departments and personnel of the company to provide relevant materials and information in time.
The Secretary of the board of directors may directly report to the Shenzhen stock exchange if he is unduly obstructed or seriously obstructed in the performance of his duties.
Article 20 while appointing the Secretary of the board of directors, the board of directors of 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. During this period, the Secretary of the board of directors shall not be exempted from the responsibility of the company's information disclosure firm.
Securities affairs representatives shall participate in the qualification training of the Secretary of the board of directors of listed companies organized by the stock exchange and obtain the qualification certificate of the Secretary of the board of directors of listed companies.
Chapter IV training
Article 21 the Secretary of the board of directors shall attend at least once a year, and the securities affairs representative shall attend at least once every two years.
Chapter V supplementary provisions
Article 22 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. After the implementation of this system, if there are other provisions in relevant national laws, regulations, normative documents and China Securities Regulatory Commission and stock exchange, such provisions shall prevail.
Article 23 the right to revise and interpret this system belongs to the board of directors of the company.
Article 24 this system shall come into force from the date of deliberation and approval by the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
