Board Secretary Work Rules
Mayinglong Pharmaceutical Group Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to improve the company's corporate governance structure, strengthen the management and supervision of the work of the board secretary, and give full play to the role of the board secretary, these working rules are formulated in accordance with the "Securities Law of the People's Republic of China", the "Shanghai Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Stock Listing Rules"), the "Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant laws, regulations, normative documents and the "Articles of Association", and in light of the actual situation of the company.
Article 2 The company shall have a secretary to the board of directors. The secretary of the board of directors is a senior executive of the company, in charge of the information disclosure department and other departments required by the company, and is the designated liaison between the company and the exchange. The board secretary shall perform his duties faithfully and diligently and be responsible to the company and the board of directors.
Article 3 When hiring a board secretary, the company's board of directors shall appoint at least one securities affairs representative to assist the board secretary 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 relieved of his responsibilities to the company's information disclosure office.
Article 4 The company’s securities affairs representative shall refer to these detailed rules for implementation.
Chapter 2 Qualifications of Secretary to the Board of Directors
Article 5 The secretary of the company’s board of directors shall have the following qualifications:
(1) Have the financial, management, legal and other professional knowledge necessary to perform their duties; have good personal qualities and professional ethics, strictly abide by relevant laws, regulations and rules, and be able to perform their duties loyally and diligently;
(2) Have a bachelor’s degree or above and have been engaged in relevant work for more than three years;
(3) Obtain the board secretary qualification certificate, board secretary training certificate or other certificate of ability to hold office recognized by the exchange.
Article 6 Anyone who falls under any of the following circumstances shall not serve as the secretary of the company’s board of directors:
(1) The circumstances stipulated in the "Stock Listing Rules" prohibit the person from serving as a director or senior manager of a listed company;
(2) Has been subject to administrative penalties by the China Securities Regulatory Commission in the past three years;
(3) Has been publicly condemned by the stock exchange or criticized in three or more notifications in the past three years;
(4) Other circumstances where the Shanghai Stock Exchange determines that the person is not suitable to serve as the secretary of the board of directors.
Chapter 3 Responsibilities of the Board Secretary
Article 7 Responsible for the company’s information disclosure management affairs, including:
(1) Responsible for the company’s information disclosure affairs, formulate and implement an information disclosure management system and an internal reporting system for major information, and ensure that the company’s information disclosure is timely, accurate, legal, authentic and complete;
(2) Supervise the company’s relevant information disclosure obligors to comply with relevant regulations on information disclosure, and assist relevant parties and personnel in fulfilling their information disclosure obligations;
(3) Responsible for the confidentiality of the company's undisclosed major information, responsible for the registration and reporting of the company's internal insiders, formulating confidentiality measures, urging all members of the company's board of directors and relevant insiders to keep secrets before the relevant information is officially disclosed, and when inside information is leaked, promptly take remedial measures to explain and clarify, and report to the securities regulatory authorities and the exchange;
(4) Pay attention to media reports, take the initiative to verify relevant information from the company and relevant information disclosure obligors, urge the board of directors to disclose or clarify in a timely manner, and respond to inquiries from securities regulatory authorities and exchanges.
Article 8 Assist the company’s board of directors to strengthen the construction of corporate governance mechanisms, including:
(1) Prepare for meetings of the board of directors and shareholders' meeting in accordance with legal procedures, prepare and submit reports and documents of the board of directors and shareholders' meeting; attend meetings of the board of directors and shareholders' meeting, and make meeting minutes, ensure the accuracy of the records, and sign on the minutes; when the resolution to be made by the board of directors violates laws, regulations, rules and other normative documents or the company's articles of association, directors attending the meeting should be reminded;
(2) Attend special committee meetings of the board of directors;
(3) Establish and improve the company’s internal control system in accordance with relevant laws, regulations and regulatory agency requirements;
(4) Actively promote the company to avoid horizontal competition and reduce and standardize related party transactions;
(5) Actively promote the company to establish and improve the incentive and restraint mechanism, urge directors and senior managers to abide by the relevant provisions of laws, regulations, rules, normative documents, and the company's articles of association, and earnestly fulfill the commitments they have made; when they learn that the company has made or may make resolutions that violate relevant regulations, they should be reminded and urged to make corrections;
(6) Actively promote the company to assume social responsibilities.
Article 9 Responsible for the company's investor relations management affairs, improve the company's investor communication, reception and service working mechanism, coordinate the relationship between the company and investors, receive visitors, answer inquiries, contact shareholders, and provide investors with the company's publicly disclosed information.
Article 10 Responsible for the company’s equity management affairs, including:
(1) Keep the company’s shareholder shareholding information;
(2) Handle matters related to the company’s restricted shares;
(3) Supervise the company’s directors, senior managers and other relevant personnel to comply with the relevant regulations on the company’s share transactions;
(4) Other company equity management matters.
Article 11 Assist the company's board of directors to formulate the company's capital market development strategy, and assist in the planning or implementation of the company's capital market refinancing or mergers, acquisitions and reorganization matters.
Article 12 Responsible for the company's standardized operation training affairs, and organize the company's directors, senior managers and other relevant personnel to receive training on relevant laws, regulations and other normative documents.
Article 13: Remind the company’s directors and senior managers to fulfill their obligations of loyalty and diligence, and urge them to effectively fulfill their commitments. If you learn that the above-mentioned personnel have violated relevant laws, regulations, other normative documents or the company's articles of association, and have made or may make relevant decisions, you should be warned and reported immediately to the relevant securities regulatory authorities.
Article 14: Perform other duties required by the Company Law of the People's Republic of China, the China Securities Regulatory Commission, the stock exchange, the company's articles of association and relevant laws, regulations and normative documents.
Article 15 The secretary of the board of directors shall bear the responsibilities and obligations for the following matters:
(1) Bear direct responsibility for being punished or criticized by the securities regulatory authorities due to the company's violation of information disclosure and other securities regulatory laws and regulations;
(2) Bear direct responsibility for failing to properly handle the relationship between the company and investors, resulting in negative impacts on the company;
(3) Bear direct responsibility for major errors in the daily routine work of the board of directors;
(4) Bear direct responsibility for improper handling of public relations risk events that have occurred and serious impact on the company's reputation;
(5) Bear leadership responsibility for the violations of laws, regulations and disciplines committed by the company’s board of directors secretariat staff when performing their duties;
(6) Bear primary responsibility for errors in handling risk events or other accidents that occur within the scope of its authority.
Chapter 4 Appointment, Removal, Assessment and Dismissal of Board Secretary
Article 16 The company shall submit the relevant materials of the board secretary to the exchange five trading days before the meeting on the proposed appointment of the board secretary. If the exchange does not raise any objection within five trading days from the date of receipt of the relevant materials, the board of directors may appoint the board secretary;
The new board secretary shall sign the "Senior Management Statement and Commitment Letter" in triplicate within one month after the board of directors adopts the relevant resolution, and file it with the exchange and the company's board of directors.
Article 17 When a company appoints a board secretary, it shall sign a confidentiality agreement with him, requiring him to promise to continue to perform confidentiality obligations during his term of office and after leaving office until the relevant information is publicly disclosed, except for information involving the company's laws and regulations.
Article 18 The company shall evaluate the performance of the secretary to the board of directors in accordance with the annual senior management salary and performance assessment plan formulated by the remuneration and assessment committee of the board of directors.
Article 19 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 exchange, explain the reasons and make an announcement.
Article 20 If the secretary of the board of directors encounters any of the following circumstances, the company shall dismiss the secretary of the board of directors within one month from the date of occurrence:
(1) The circumstances mentioned in Article 6 of these Rules occur;
(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 or investors;
(4) Violate national laws and regulations, relevant provisions of the exchange and the company's articles of association, causing heavy losses to the company or investors;
(5) Other circumstances in which the board of directors deems it inappropriate to continue serving as secretary of the board of directors.
Article 21 The secretary of the board of directors has the right to submit a personal statement to the exchange regarding improper dismissal from the company or circumstances related to resignation.
Article 22 Before leaving office, the secretary of the board of directors shall accept the resignation review of the board of directors and the audit committee, and hand over relevant archives, documents, ongoing and other matters to be handled under the supervision of the company's audit committee.
Article 23 The company shall appoint a board secretary within three months after the original board secretary leaves office.
Article 24 During the vacancy of the company's board secretary, the board of directors 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 board shall act as the secretary to the board of directors. If the vacancy period of the Board Secretary exceeds three months, the Chairman shall act as the Board Secretary and complete the appointment of the Board Secretary within six months after acting.
Chapter 5 Company Obligations
Article 25 The company shall provide convenient conditions for the secretary of the board of directors to perform his duties. The company's directors, senior managers and relevant staff shall cooperate with the secretary of the board of directors in the performance of his duties. In order to perform his duties, the secretary of the board of directors shall have the right to understand the company's financial and operating conditions, participate in relevant meetings involving information disclosure, review all documents involving information disclosure, and require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
Article 26 When the company convenes a general manager’s office meeting and other meetings involving major matters of the company, it shall promptly notify the secretary of the board of directors to attend and provide meeting materials.
Article 27 If the secretary of the board of directors is unduly hindered or seriously obstructed in the performance of his duties, he may directly report to the exchange.
Article 28 The company shall ensure that the board secretary participates in follow-up training for board secretaries organized by the exchange as required during his term of office.
Article 29 After the company appoints the board secretary and 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 these 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 Exchange in a timely manner.
Chapter 6 Supplementary Provisions
Article 30 Matters not covered in these detailed rules shall be implemented in accordance with relevant national laws, regulations and the company's articles of association.
Article 31 The company’s board of directors is responsible for formulating, revising and interpreting these bylaws.
Article 32 These Bylaws shall take effect and be implemented from the date of review and approval by the Board of Directors.