Working system of the secretary of the board of directors of Zhongyuan Xiehe Cell Gene Engineering Co., Ltd.
Zhongyuan Xiehe Cell Gene Engineering Co., Ltd.
Board secretary work system
Chapter 1 General Provisions
Article 1 In order to regulate the behavior of the secretary of the board of directors of Zhongyuan Concord Cell Gene Engineering Co., Ltd. (hereinafter referred to as the "Company"), clarify the work responsibilities of the secretary of the board of directors, and give full play to the role 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"), the Shanghai Stock Exchange Stock Listing Rules (hereinafter referred to as the "Listing Rules"), and the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - -Standardized Operations" and other relevant laws, regulations, normative documents and the "Articles of Association of Zhongyuan Xiehe Cell Gene Engineering Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is specially formulated.
Article 2 The board of directors shall have a board secretary, who shall be a senior manager of the company and shall be responsible to the company and the board of directors. The secretary of the board of directors is the designated liaison person between the company and the Shanghai Stock Exchange (hereinafter referred to as the Shanghai Stock Exchange).
Chapter 2 Qualifications for Secretary of the Board of Directors
Article 3 The candidate for the secretary of the board of directors shall meet the following conditions:
(1) Should have a college degree (including associate degree) or above;
(2) Have the necessary work experience and professional knowledge in finance, management, law, etc. to perform their duties;
(3) Have participated in the board secretary training organized by the Shanghai Stock Exchange and obtained the "Board Secretary Qualification Training Certificate" issued by the Shanghai Stock Exchange;
(4) Have good professional ethics and personal qualities;
(5) Other conditions for the company’s senior managers as stipulated in laws, regulations, rules and the Articles of Association.
Article 4 The secretary to the company's board of directors shall have the necessary financial, management, legal and other professional knowledge to perform his duties, and shall have good professional ethics and personal qualities. The secretary of the board of directors shall not be served by a person with any of the following circumstances:
(1) Situations in which one is not allowed to serve as a director or senior manager according to the Company Law and other laws and regulations and other relevant provisions;
(2) The China Securities Regulatory Commission has imposed a ban on entry into the securities market from serving as directors or senior managers of listed companies, and the period has not yet expired;
(3) Being publicly determined by the securities exchange to be unfit to serve as a director or senior manager of a listed company, and the period has not yet expired;
(4) Has been subject to administrative penalties from the China Securities Regulatory Commission in the past three years;
(5) It has been publicly condemned by the stock exchange or criticized in three or more notices in the past three years;
(6) Other circumstances stipulated by laws and regulations or determined by the Shanghai Stock Exchange to be unsuitable to serve as board secretary; the above period shall be the deadline for the company's board of directors, shareholders' meeting and other authorized bodies to review the appointment proposal of the board secretary candidate.
Chapter 3 Appointment of Secretary of the Board of Directors
Article 5 The company shall appoint a secretary to the board of directors within three months after the original secretary of the board of directors resigns.
Article 6 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. The secretary of the board of directors shall serve a term of three years and may be appointed continuously.
Directors and other senior managers of a company may concurrently serve as the secretary of the company's board of directors. When the secretary of the board of directors concurrently serves as a director or other senior management personnel of the company, if a certain act should be performed by the director or other senior management personnel and the secretary of the board of directors respectively, the concurrent secretary of the board of directors should perform it in different capacities.
Article 7 When a company appoints a board secretary, it shall sign a confidentiality agreement with the board secretary, requiring the board secretary to promise to continue to perform confidentiality obligations during his term of office and after leaving office until the relevant information is disclosed. However, information involving the company's illegal activities does not fall within the scope of the aforementioned confidentiality.
Article 8 The new secretary of the board of directors shall, within one month after the board of directors approves his appointment, sign the "Declaration and Commitment of Directors (Senior Management)" in triplicate and file it with the Shanghai Stock Exchange and the company's board of directors. If there are any major changes in the statements and commitments (except for the holding of the company's stocks), the secretary of the board of directors shall update and submit it to the Shanghai Stock Exchange and the company's board of directors within five trading days.
When signing the "Director (Senior Management) Declaration and Commitment", the secretary of the board of directors shall ensure that the statement is true, accurate and complete, and that there are no false records, misleading statements or major omissions. The secretary of the board of directors shall ensure that the contents of the document are witnessed by a lawyer and the lawyer shall explain the contents of the document. The secretary of the board of directors shall sign after fully understanding it.
Article 9 When the company appoints a secretary to the board of directors, it shall also appoint a securities affairs representative to assist the secretary of the board of directors in his work. When the secretary of the board of directors is unable to perform his duties, the securities affairs representative shall perform his duties on his behalf. During this period, the secretary of the board of directors is not automatically exempted from the responsibility for the company's information disclosure office.
Article 10 The terms of office of securities affairs representatives shall be governed by Article 4 of this system.
Article 11 After a company appoints a secretary to the board of directors or a securities affairs representative, it shall make a timely announcement and submit the following materials to the Shanghai Stock Exchange:
(1) Recommendation letter from the board of directors, including a statement that the secretary of the board of directors and securities affairs representative meet the qualifications stipulated in the Listing Rules, current position, work performance, personal ethics, etc.;
(2) Resumes and copies of academic certificates of the board secretary and securities affairs representative;
(3) Appointment letter for the secretary of the board of directors, securities affairs representative or relevant board resolutions;
(4) Communication methods of the board secretary and securities affairs representative, including office phone number, mobile phone number, fax, correspondence address and dedicated email address, etc.
When the above-mentioned information on communication methods changes, the company shall submit the changed information to the Stock Exchange in a timely manner.
Chapter 4 Dismissal and Resignation of the Secretary of the Board of Directors
Article 12 The company's board of directors shall have sufficient reasons for dismissing the board secretary and shall not dismiss him without reason. When the board secretary is dismissed or resigns, the company's board of directors shall promptly report to the 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 Stock Exchange regarding improper dismissal from the company or circumstances related to resignation.
Article 13 If the secretary of the board of directors has any of the following circumstances, the company shall dismiss him or her within one month from the date of occurrence of the relevant facts (except for the circumstances specified in Article 14 of this system):
(1) Any situation stipulated in Article 4 of this system;
(2) Unable to perform duties for more than three consecutive months;
(3) Making major errors or omissions when performing duties, causing heavy losses to the company and investors;
(4) Seriously violated national laws and regulations, the Articles of Association, the Listing Rules and the relevant provisions of the Shanghai Stock Exchange, causing heavy losses to the company;
Article 14 If a director or senior manager encounters any of the circumstances (1) or (2) of Article 4, paragraph 1, of this system during his term of office, the secretary of the board of directors shall immediately stop performing his duties and the company shall terminate his duties in accordance with corresponding regulations.
Article 15 Before leaving office, the secretary of the board of directors shall properly hand over the work in accordance with the company's resignation management system or accept a departure audit in accordance with regulations, and clearly ensure the fulfillment of commitments and follow-up arrangements for outstanding matters.
Article 16 After the secretary of the board of directors is dismissed or resigns, he shall still bear the responsibilities of the secretary of the board of directors until he has not fulfilled his reporting and announcement obligations, or has not completed the resignation review, file transfer and other procedures.
Article 17 During the vacancy of the board secretary, the company shall designate a director or senior manager to perform the duties of the board secretary and make an announcement, and at the same time determine the candidate for the board secretary as soon as possible. Before the company appoints a person to act as the secretary to the board of directors, the chairman of the company shall act as the secretary to the board of directors.
If the board secretary has been vacant for more than three months, the chairman shall act as the board secretary and complete the appointment of the board secretary within 6 months after acting.
Article 18 Within six months after leaving office, the secretary of the board of directors shall not transfer the company shares he holds, including newly increased shares due to the company's distribution of stock dividends, conversion of capital reserve funds into share capital, purchase, inheritance, etc.
Chapter 5 Responsibilities of the Board Secretary
Article 19 The secretary of the board of directors performs the following duties:
(1) Responsible for the company’s information disclosure affairs, coordinate the company’s information disclosure work, organize and formulate the company’s information disclosure management system, and urge the company and relevant information disclosure obligors to comply with relevant regulations on information disclosure;
(2) Responsible for investor relations management and coordinating information communication between the company and securities regulatory agencies, investors and actual controllers, intermediaries, media, etc.;
(3) Prepare and organize board of directors meetings and shareholders’ meetings, participate in shareholders’ meetings, board of directors meetings and senior management-related meetings, and be responsible for recording and signing of board meeting minutes;
(4) Responsible for the confidentiality of company information disclosure, and immediately report and disclose to the Stock Exchange when major undisclosed information is leaked;
(5) Pay attention to media reports and take the initiative to verify the true situation, and urge companies and other relevant entities to respond to inquiries from the Shanghai Stock Exchange in a timely manner;
(6) Organize company directors and senior managers to conduct training on relevant laws, regulations, and relevant provisions of the Shanghai Stock Exchange, and assist the aforementioned personnel in understanding their respective responsibilities in information disclosure;
(7) Supervise directors and senior managers to abide by laws and regulations, relevant provisions of the Shanghai Stock Exchange and the company's articles of association, and earnestly fulfill the commitments they have made; when they learn that the company, directors or senior managers have made or may make resolutions that violate relevant regulations, they should be reminded and immediately and truthfully reported to the Shanghai Stock Exchange;
(8) Responsible for the management of changes in the company’s stocks and derivatives;
(9) Other duties required by laws, regulations and the Shanghai Stock Exchange.
Article 20 When performing his duties, the secretary of the board of directors has the right to understand the company's financial and operating conditions, participate in relevant meetings involving information disclosure, review relevant documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
If the secretary of the board of directors is unduly hindered or seriously obstructed in the performance of his duties, he may report directly to the Stock Exchange.
Article 21 The company shall provide convenient conditions for the secretary of the board of directors to perform his duties. Directors, financial controllers and other senior managers shall support and cooperate with the secretary of the board of directors in his work.
Chapter 6 Supplementary Provisions
Article 22 If the secretary of the board of directors violates laws, regulations or the Articles of Association, the company will pursue corresponding responsibilities in accordance with relevant regulations.
Article 23 If there are any matters not covered in this system, they shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant provisions of laws, regulations, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 24 This system is interpreted and revised by the company’s board of directors.
Article 25 This system shall take effect and be implemented upon review and approval by the board of directors, and the same shall apply when it is revised.