Hunan aibulu Environmental Protection Technology 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 Hunan aibulu Environmental Protection Technology 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 management and supervision of the work 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 These working rules are formulated in accordance with relevant laws and regulations, normative documents and relevant provisions of the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM. Article 2 the Secretary of the board of directors is the senior management of the company. He is responsible to the company and the board of directors, undertakes the obligations required by laws, regulations and the articles of Association for the senior management of the company, enjoys corresponding work powers and receives corresponding remuneration.
Article 3 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.
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, consult relevant documents, and require relevant departments and personnel of the company to provide relevant materials and information in time.
Chapter II qualifications
Article 4 qualifications of the Secretary of the board of directors:
(I) have a college degree or above, and have been engaged in economics, management, securities and other work for more than three years;
(II) have the professional knowledge of finance, taxation, law, finance and enterprise management necessary for performing their duties;
(III) have good personal quality and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform duties faithfully;
(IV) be familiar with the company's operation and management, and have good handling and communication skills. Article 5 a person under any of the following circumstances shall not serve as the Secretary of the board of directors of the company: (I) under any of the circumstances specified in Article 146 of the company law;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(IV) administrative penalty imposed by the CSRC in the last 36 months;
(V) being publicly condemned by the stock exchange or being criticized in more than three circulars in the last 36 months;
(VI) the current supervisor of the company;
(VII) other circumstances under which the stock exchange determines that it is not suitable to serve as the Secretary of the board of directors;
(VIII) other circumstances where relevant laws, regulations, departmental rules or normative documents are not suitable for serving as the Secretary of the board of directors.
Chapter III main responsibilities
Article 6 the main responsibilities of the Secretary of the board of directors are:
(I) be responsible for timely communication and liaison between the company and relevant parties and shareholders;
(II) be responsible for handling the company's information notification and reporting;
(III) coordinate the relationship between the company and shareholders;
(IV) prepare the meetings of the board of directors and the general meeting of shareholders in accordance with legal procedures, and prepare and submit the documents of the board of directors and the general meeting of shareholders to be considered;
(V) attend the meeting of the board of directors, make meeting minutes and sign;
(VI) be responsible for the confidentiality work related to the company's information, formulate confidentiality measures, urge all members of the company's board of directors and relevant insiders to keep secrets before the formal disclosure of relevant information, and take remedial measures in time in case of disclosure of insider information;
(VII) be responsible for keeping the company's register of shareholders, the register of directors, the information of controlling shareholders, directors, supervisors and senior managers holding the company's shares, as well as the meeting documents and minutes of the board of directors and the general meeting of shareholders;
(VIII) assist directors, supervisors and senior managers to understand relevant laws, administrative regulations, departmental rules and the articles of Association;
(IX) urge the board of directors to exercise its functions and powers according to law; When the resolution proposed by the board of directors violates laws, administrative regulations, departmental rules and the articles of association, it shall remind the directors attending the meeting and request the supervisors attending the meeting to express their opinions on it; If the board of directors insists on making the above resolution, the Secretary of the board of directors shall record the opinions of relevant supervisors and their individuals in the minutes of the meeting;
(x) other duties required by the company law.
Article 7 Where 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 of the company shall not act in a dual capacity.
Chapter IV appointment and dismissal
Article 8 the chairman or the Secretary of the board of directors shall be appointed or dismissed by the board of directors. Article 9 if the Secretary of the board of directors of the company resigns or is dismissed, the company shall appoint the Secretary of the board of directors within three months after the former Secretary of the board of directors leaves office.
Article 10 before appointing the Secretary of the board of directors, the board of directors of the company shall prepare the following documents in the company for shareholders' inquiry:
(I) the recommendation letter of the board of directors, including the description, position, work performance and personal morality of the recommended person who meets the qualifications of these rules;
(II) resume and academic certificate of the recommended person (copy).
Article 11 while appointing the Secretary of the board of directors, the board of directors of the company may 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 his responsibilities.
Article 12 the board of directors of the company shall have sufficient reasons to dismiss the Secretary of the board of directors, and shall not dismiss the Secretary of the board of directors without reason.
Article 13 if the Secretary of the board of directors is under any of the following circumstances, the board of directors shall terminate his appointment within one month from the date of occurrence:
（1） One of the circumstances specified in Article 5 of these rules occurs;
（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 or investors;
（4） Violating national laws, administrative regulations, departmental rules, normative documents and articles of association, causing heavy losses to the company or investors;
(V) one of the situations specified in articles 3.2.3 and 3.2.5 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM;
(VI) other circumstances under which the stock exchange considers it inappropriate to continue to serve as the Secretary of the board of directors. Article 14 when appointing the Secretary of the board of directors, the company shall sign a confidentiality agreement with him, requiring him 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.
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 the relevant archives, ongoing and other pending matters under the supervision of the board of supervisors of the company.
Article 15 during the vacancy of the Secretary of the board of directors of the company, 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 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.
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.
Chapter V Office of the board of directors
Article 16 the board of directors shall set up the office of the board of directors to handle the daily affairs of the board of directors. The Secretary of the board of directors is the person in charge of the office of the board of directors and keeps the seal of the board of directors.
Article 17 the office of the board of directors shall assist the Secretary of the board of directors in performing his duties.
Chapter VI Legal Responsibilities of the Secretary of the board of directors
Article 18 the Secretary of the board of directors has the obligation of integrity and diligence to the company, shall abide by the articles of association, earnestly perform his duties and safeguard the interests of the company, and shall not use his position and authority in the company for his own personal interests. When the Secretary of the board of directors needs to delegate some of his duties to others, he must obtain the consent of the board of directors and ensure that the entrusted duties are implemented according to law. In case of any illegal act, the Secretary of the board of directors shall bear corresponding responsibilities.
Article 19 before leaving office, the dismissed Secretary of the board of directors shall accept the departure review of the board of supervisors of the company, and under the supervision of the board of supervisors of the company, complete the relevant archives, unfinished affairs and remaining problems to the successor Secretary of the board of directors. When leaving office, the Secretary of the board of directors shall sign the necessary confidentiality agreement and perform the continuous confidentiality obligation.
Chapter VII supplementary provisions
Article 20 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 21 the working rules shall come into force on the date when they are voted and adopted by the board of directors of the company, and the same is true for the amendment.
Article 22 the right to interpret these rules belongs to the board of directors of the company.
