Quzhou Dongfeng Board Secretary Working Rules
Quzhou Dongfeng New Materials Group Co., Ltd.
Board Secretary Work Rules
Chapter 1 General Provisions
Article 1 In order to regulate the behavior of the board secretary of Quzhou Dongfeng New Materials Group Co., Ltd. (hereinafter referred to as the "Company") and protect the legitimate rights and interests of investors, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), These working rules are formulated in accordance with relevant laws and regulations such as the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Stock Listing Rules of the Shanghai Stock Exchange" (hereinafter referred to as the "Listing Rules"), the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" (hereinafter referred to as the "Self-regulatory Guidelines No. 1") and the "Articles of Association of Quzhou Dongfeng New Materials Group Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 The company shall have a secretary to the board of directors. The secretary of the board of directors is a senior manager of the company and is responsible to the company and the board of directors. He should perform his duties faithfully and diligently. The relevant provisions of laws, regulations and the "Articles of Association" on senior managers of the company shall apply to the secretary of the board of directors.
Article 3 The secretary of the board of directors is the designated liaison between the company and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") and is responsible for handling information disclosure, corporate governance, equity management and other related matters within the scope of authority in the name of the company.
Article 4 The company shall establish a securities and legal affairs department as a full-time department under the leadership of the secretary of the board of directors to assist the secretary of the board of directors in handling relevant matters.
Chapter 2 Qualifications
Article 5 The secretary to the board of directors shall have the financial, management and legal expertise necessary to perform his duties, have good professional ethics and personal character, and the work experience necessary to perform his duties, and obtain a board secretary qualification certificate recognized by the Shanghai Stock Exchange.
Article 6 Persons under any of the following circumstances shall not serve as secretary of the company's board of directors:
(1) Circumstances stipulated in the "Listing Rules" that prohibit being nominated as directors and senior managers of listed companies;
(2) Those who have been subject to administrative penalties by the China Securities Regulatory Commission in the past three years;
(3) Having been publicly condemned by the stock exchange or criticized in three or more notifications in the past three years;
(4) Being investigated by judicial authorities for suspected crimes or being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but no clear conclusion has been reached;
(5) There are bad records such as major breach of trust;
(6) Other circumstances where the Shanghai Stock Exchange determines that the person is not suitable to serve as the secretary of the board of directors.
Article 7 A director or senior manager of a company may concurrently serve as the secretary of the company's board of directors.
Article 8 When the secretary of the board of directors concurrently serves as a director or a senior manager, if a certain act needs to be performed by the director, senior manager and secretary of the board of directors respectively, the concurrent secretary of the board of directors shall perform it in different capacities.
Chapter 3 Appointment and Dismissal
Article 9 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.
Article 10 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 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.
Article 11 The company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss him without reason.
Article 12 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:
(1) One of the circumstances stipulated in Article 6 of these work rules occurs;
(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) Violating laws and regulations, relevant provisions of the Shanghai Stock Exchange and the company's articles of association, causing heavy losses to the company and investors.
Article 13 When the secretary of the board of directors is dismissed or resigns, the company shall report to the Stock Exchange in a timely manner, explain the reasons and make an announcement.
Article 14 The secretary of the board of directors has the right to submit a personal statement to the Shanghai Stock Exchange and the dispatched office of the China Securities Regulatory Commission where the company is located regarding improper dismissal by the company or circumstances related to resignation.
Article 15 The secretary of the board of directors shall not resign or resign without reason during his term of office or during the period of continuous supervision of initial public offerings and listings. If he really needs to resign or resign due to his own objective reasons, he shall, in principle, submit his resignation to the company three months in advance. If the secretary of the board of directors resigns or resigns without reason, the company may impose necessary restrictions on the transfer of company shares for cash out or the exercise of equity incentives in accordance with relevant agreements.
Article 16 If the secretary of the board of directors is dismissed or resigns, he shall accept the resignation review of the company's board of directors and audit committee, and handle the handover procedures of archives and related work under the supervision of the company's audit committee. The securities affairs representative shall make handover records.
If the board secretary fails to complete the above-mentioned reporting and announcement obligations after resigning, or fails to complete the exit review, archives and related work handover procedures, he shall still assume the responsibilities of the board secretary.
Article 17 During the vacancy of the company's board secretary, the board of directors shall promptly 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 company's board secretary has been vacant for more than 3 months, the chairman shall act as the board secretary and complete the appointment of the board secretary within 6 months after acting.
Chapter 4 Performance of Duties
Article 18 The secretary of the board of directors is responsible for the company and the board of directors and 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 19 The secretary of the board of directors shall cooperate with the securities regulatory authorities in the inspection and investigation of the company, perform statutory reporting obligations and coordinate the implementation of various regulatory requirements.
Article 20 The secretary to the board of directors is responsible for the company's daily standardized operations and securities knowledge training, helping the company's directors and senior managers understand their responsibilities set by laws, regulations and the "Articles of Association", and providing consultation and suggestions for the company's major decisions.
Article 21 The secretary of the board of directors shall remind the company's directors and senior managers to perform their obligations of loyalty and diligence and to exercise their powers in accordance with the law.
When directors and senior managers make decisions that violate laws, regulations and the Articles of Association, they should promptly provide opinions, remind relevant decision-making managers of the company, and form written opinions for future reference when necessary. Any matters that are known to be illegal or illegal in the company's securities should be reported to the securities regulatory authorities and the Shanghai Stock Exchange in a timely manner.
Article 22 The secretary to the board of directors shall perform other duties required by relevant laws, regulations, securities regulatory authorities and the Shanghai Stock Exchange.
Article 23 In order to perform his duties, the secretary to the board of directors has the right to understand the company's financial and operating conditions, review all documents within the scope of his duties, and may require relevant departments and personnel of the company to provide relevant materials and information in a timely manner.
Article 24 The company shall provide convenient conditions for the board secretary to perform his duties, and directors, senior managers and relevant company personnel shall support and cooperate with the board secretary's work.
Article 25 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 Stock Exchange.
Article 26 The secretary of the board of directors shall sign a confidentiality agreement with the company, promising to continue to perform confidentiality obligations during his term of office and after leaving office until the relevant information is disclosed to the public, except for information involving the company's laws and regulations.
Article 27 The company's board of directors shall hire a securities affairs representative to assist the board secretary in performing his duties.
Article 28 If the secretary of the board of directors is unable to perform his duties for less than half a month due to special reasons, the securities affairs representative shall be authorized to exercise his rights and perform duties on his behalf; during this period, the secretary of the board of directors shall not be automatically exempted from the responsibility for his duties. If the company's board of directors is unable to perform duties for more than half a month, the company's board of directors shall designate a director or senior manager to perform the duties of the board secretary on behalf of the board secretary, and submit an explanation of the board secretary's inability to perform duties and the list, resume and other documents of the designated agent to the local branch of the China Securities Regulatory Commission where the company is located and the Shanghai Stock Exchange for filing within five working days from the date of the relevant facts.
Chapter 5 Punishment
Article 29 If the secretary of the board of directors violates these working rules and any of the following circumstances occurs, the company shall, depending on the severity of the case, take internal accountability measures such as ordering a review, notifying him of criticism, warning, withholding wages, reducing salary, demoting, restricting equity incentives, compensation for losses, etc.:
(1) The company’s information disclosure is not standardized;
(2) Irregular corporate governance operations;
(3) The company’s investor relations management and other tasks are not in place;
(4) Failure to cooperate with the securities regulatory authorities;
(5) Violations of regulations and breach of trust occur.
Chapter 6 Supplementary Provisions
Article 30 The Board of Directors is responsible for interpreting these working rules.
Article 31 The term "above" in these working rules includes the original number; "more than" does not include the original number.
Article 32 Matters not covered in these working rules shall be implemented in accordance with relevant national laws, regulations and the Articles of Association.
Article 33 If these working rules conflict with laws and regulations promulgated by the country in the future or the "Articles of Association" revised through legal procedures, the relevant national laws, regulations and the "Articles of Association" shall be implemented, and these working rules shall be revised in a timely manner and submitted to the board of directors for review and approval.
Article 34 These working rules shall come into effect from the date of review and approval by the Board of Directors.
Quzhou Dongfeng New Materials Group Co., Ltd.
December 5, 2025