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Jiangsu Shentong Valve Co., Ltd. Board Secretary Working Rules
Release time:
2022-10-26
Jiangsu Shentong Valve Co., Ltd.
Working Rules of the Secretary of the Board of Directors
(Revised at the third meeting of the sixth session of the Board of Directors)
Chapter I General Provisions
Article 1 In order to promote the standardized operation of Jiangsu Shentong Valve Co., Ltd., clarify the duties and powers of the board secretary, and give full play to the role of the board secretary, in accordance with the the People's Republic of China Company Law, the the People's Republic of China Securities Law, and the Shenzhen Stock Exchange Stock Listing Rules (Hereinafter referred to as the listing rules) and the Articles of Association, these working rules are formulated.
Chapter II Qualifications, Appointment and dismissal of the Secretary of the Board of Directors
Article 2 The board of directors of the company shall have a secretary of the board of directors. 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 secretary of the board of directors shall abide by the articles of association of the company, assume the relevant legal responsibilities of the senior management personnel, have the obligation of integrity and diligence to the company, and shall not use his power to seek benefits for himself or others.
Article 3 The qualifications of the secretary of the board of directors:
(I) with bachelor degree or above;
(II) have rich knowledge of finance, taxation, law, finance, business management, computer applications, etc.; have good personal qualities and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform their duties faithfully;
(III) obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange and continuously participated in the follow-up education;
(IV) directors or other senior management personnel of a company may concurrently serve as the secretary of the board of directors of the company. The supervisors of the company, the accountants of the accounting firm employed by the company and the lawyers of the law firm shall not concurrently serve as the secretary of the board of directors of the company.
Article 4 A person under any of the following circumstances shall not serve as the secretary of the board of directors of a listed company:
(I) one of the circumstances provided for in Article 146 of the Company Law;
Less than three years since the (II) received the latest administrative penalty from the CSRC;
The (III) has been publicly denounced or criticized by the stock exchange for more than three times in the last three years;
(IV) the current supervisor of the Company;
(V) other circumstances that the China Securities Regulatory Commission and Shenzhen Stock Exchange determine are not suitable to serve as the secretary of the board of directors.
Article 5 The secretary of the board of directors shall be nominated by the chairman of the board of directors and appointed or dismissed by the board of directors. 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 separately, the person who concurrently serves as the director and the secretary of the board of directors of the company shall not do it in a dual capacity.
Article 6 The term of office of the secretary of the board of directors shall be three years and may be continuously appointed. While appointing the secretary of the board of directors, the board of directors shall appoint another securities affairs representative of the board of directors to perform the duties of the secretary of the board of directors when the secretary of the board of directors is unable to perform his duties. During this period, it is not of course exempt.
The Secretary of the Board of Directors shall be responsible for the Company's information disclosure firm.
Article 7 Where the secretary of the board of directors is under any of the following circumstances, the listed company shall dismiss the secretary of the board of directors within one month from the date of occurrence of the fact:
(I) one of the circumstances specified in Article 4 of these Working Rules occurs;
The (II) is unable to perform its duties for more than three consecutive months;
The (III) makes major mistakes or omissions in the performance of its duties, causing heavy losses to investors;
(IV) violates laws, administrative regulations, departmental rules, regulatory documents, listing rules or the articles of association of the company, causing heavy losses to investors;
(V) other circumstances in which the Shenzhen Stock Exchange determines that it is inappropriate to serve as the secretary of the board of directors.
Article 8 The board of directors of a company shall have sufficient reasons for dismissing the secretary of the board of directors. When the secretary of the board of directors is dismissed or the secretary of the board of directors resigns, the board of directors of the company shall report to the stock exchange, explain the reasons and make an announcement.
Article 9 before leaving office, the Secretary of the board of directors shall accept the examination of the departure of the board of directors and the board of supervisors, and hand over the relevant archives, matters being handled or to be handled under the supervision of the board of supervisors of the company.
Article 10 During the vacancy of the secretary of the board of directors of a listed company, the board of directors shall appoint a director or senior manager to act on behalf of the secretary of the board of directors, and report to the stock exchange for the record, and at the same time determine the candidate for the secretary of the board of directors as soon as possible. Before the company designates a person to act on behalf of the secretary of the board of directors, the director.
The Director shall act as Secretary of the Board of Directors.
After the vacancy of the secretary of the board of directors exceeds three months, the chairman of the board shall perform the duties of the secretary of the board of directors and complete the appointment of the secretary of the board of directors within six months.
Chapter III Duties of the Secretary of the Board of Directors
Article 11 The main duties of the secretary of the board of directors:
The (I) shall be responsible for the company's information disclosure affairs, coordinate the company's information disclosure work, organize the formulation of the company's information disclosure affairs management system, and urge the company and relevant information disclosure obligors to comply with the relevant provisions of information disclosure;
The (II) is 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 agencies, shareholders and actual controllers, intermediaries, media, etc;
(III) organize and prepare the meetings of the board of directors and the general meeting of shareholders, attend the relevant meetings of the general meeting of shareholders, the board of directors, the board of supervisors and senior managers, and be responsible for the minutes and signatures of the meetings of the board of directors;
(IV) responsible for the confidentiality of the company's information disclosure, in the absence of disclosure of major information leakage, timely report to the Shenzhen Stock Exchange and announcement;
(V) pay attention to the rumors about the company and take the initiative to verify the true situation, and urge the board of directors and other relevant entities to respond to all inquiries from the Shenzhen Stock Exchange in a timely manner;
(VI) organize the directors, supervisors and senior managers to conduct training required by securities laws and regulations, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and other provisions of the Shenzhen Stock Exchange, and assist the aforementioned personnel to understand their respective responsibilities in information disclosure;
(VII) supervise and urge the directors, supervisors and senior managers to abide by the laws, regulations, rules, normative documents, the 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 that violate the relevant provisions, shall be reminded and immediately and truthfully reported to the Shenzhen Stock Exchange;
(VIII) responsible for the management of changes in the company's stock and its derivatives, etc;
(IX) other duties required by the Company Law, the Securities Law, the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Article 12 The secretary of the board of directors shall abide by the company's articles of association, assume the relevant legal responsibilities of the company's senior management personnel, have the obligation of integrity and diligence to the company, and shall not use his powers to seek benefits for himself or others.
Chapter IV Working Procedures of the Secretary of the Board of Directors
Article 13 The secretary of the board of directors shall have the right to know the company's information disclosure-related information, and if it needs to be disclosed in accordance with relevant laws, regulations and regulations, it shall be reported to the board of directors and organized and coordinated by the secretary of the board of directors.
Article 14 The relevant departments of the Company shall provide the Secretary of the Board of Directors with the materials and information required for information disclosure. When required by relevant departments and shareholders to understand relevant matters, relevant departments and subordinate enterprises shall ensure that relevant information is provided in a timely, accurate and complete manner. When errors in the provision of information lead to information disclosure violations, the relevant personnel shall be held accountable.
Article 15 Before a company makes a major decision, it shall consult the secretary of the board of directors from the perspective of information disclosure.
Article 16 The office of the board of directors of the company shall be the information disclosure management department, and the secretary of the board of directors shall be responsible for organizing and carrying out relevant work.
Article 17 The office of the company's board of directors shall be equipped with communication equipment and computers and other office equipment necessary for information disclosure to ensure that the computer can be connected to the Internet and the external consultation telephone is unblocked.
Chapter V Supplementary Provisions
Article 18 Matters not specified in these Rules shall be implemented in accordance with relevant national laws, regulations and the Articles of Association of the Company.
Article 19 The Board of Directors of the Company shall be responsible for the interpretation and revision of these Rules.
Article 20 These Rules shall be formally implemented from the date of adoption by the Board of Directors.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
October 26, 2022
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