-1- Administrative Measures for Board Secretaries of Listed Companies of Shanghai Stock Exchange (Revised in 2015) Chapter 1 General Provisions Article 1 To improve the governance level of listed companies and standardize the selection, performance and training of the board of directors of listed companies of the Stock Exchange, These Measures are formulated by laws and regulations such as the Company Law, the Securities Law, the Shanghai Stock Exchange Listing Rules (hereinafter referred to as the “Listing Rules”) and other normative documents. Article 2 The secretary of the board of directors of a listed company is a senior manager of a listed company, responsible for the listed company and the board of directors, and performs his duties faithfully and diligently. Article 3 The secretary of the board of directors of a listed company is the designated liaison between the listed company and the firm. The firm only accepts the duties of the secretary of the board of directors or the secretary of the board of directors in the name of the listed company in matters such as information disclosure, corporate governance, equity management and other related duties. Article 4 A listed company shall establish a work system for the secretary of the board of directors and establish a work department in charge of the secretary of the board of directors. Chapter II Selection Article 5 The board of directors of a listed company shall appoint the secretary of the board of directors within three months after the company's initial public offering of shares is listed, or within three months after the original secretary of the board of directors leaves the company. Article 6 As the secretary of the board of directors of a listed company, the following conditions shall be met: (1) having good professional ethics and personal qualities; -2- (2) having the financial, management, legal and other professional knowledge necessary to perform duties; Have the necessary work experience to perform their duties; (4) Obtain the qualification certificate of the board secretary approved by the Stock Exchange. Article 7 A person who has one of the following circumstances shall not serve as the secretary of the board of directors of a listed company: (1) Any of the circumstances stipulated in Article 147 of the Company Law; (2) The administration of the China Securities Regulatory Commission in the last 3 years (3) It has been publicly recognized by the stock exchange as unsuitable as the secretary of the board of directors of the listed company; (4) has been publicly condemned by the stock exchange in the past three years or has been criticized more than three times; (5) the current supervisor of the company; 6) Other circumstances that the firm has determined that it is not suitable to serve as the secretary of the board of directors. Article 8 If a listed company intends to convene a board meeting to appoint a secretary to the board of directors, it shall file a record with the Stock Exchange 5 days in advance and submit the following materials: (1) The board of directors' recommendation, including the recommended person (candidate) meeting the requirements of these Measures Description of the qualifications of the secretary of the board of directors, current position and work experience; (2) Certificate of academic qualifications of the candidate, qualification certificate of the secretary of the board of directors, etc. The company may convene a board meeting and appoint a secretary of the board of directors after 5 trading days from the date of receipt of the submitted materials. For the candidates for the board secretary who filed an objection with the firm, the board of directors of the listed company shall not be appointed as the secretary of the board of directors. Article 9 A listed company shall have sufficient reasons to dismiss the secretary of the board of directors, and shall not be dismissed for no reason. Article 10 If the secretary of the board of directors of a listed company has one of the following circumstances, the listed company shall dismiss the listed company within one month from the date of the relevant fact: (1) Any of the circumstances specified in Article 7 of these Measures; 3 years without attending the follow-up training of the secretary of the board of directors; (3) failing to perform duties for more than 3 consecutive months; (4) causing major errors or omissions in performing duties, with serious consequences; (5) violating laws and regulations or other regulatory documents, The consequences are serious. When the secretary of the board of directors is dismissed, the company 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 report to the firm regarding the improper dismissal of the company. Article 11 If the secretary of the board of directors of a listed company is dismissed or resigned, he shall accept the departure review of the board of directors and the board of supervisors of the listed company, and handle the procedures for the transfer of relevant archives and specific work. If the secretary of the board of directors fails to complete the above report and announcement obligations after resignation, or fails to complete the resignation review, documents and work transfer procedures, he shall still assume the duties of the secretary of the board of directors. Article 12 During the vacancy of the secretary of the board of directors of a listed company, the board of directors of the listed company shall promptly appoint a director or senior management to act as the secretary of the board of directors and report to the firm for filing. If the board of directors of a listed company does not appoint a person who is acting as the secretary of the board of directors or the secretary of the board of directors is vacant for more than three months, the legal representative of the company shall act as the secretary of the board of directors until the company appoints a new board secretary. Chapter III Performance of Duties Article 13 The secretary of the board of directors of a listed company shall be responsible for the information disclosure of the listed company, including: (1) Responsible for the company's information to be released; (2) Formulating and improving the company's information disclosure management system; c) urging the relevant information disclosure obligors of the company to abide by the relevant provisions on information disclosure, assisting relevant parties and relevant personnel to fulfill their information disclosure obligations; (4) Responsible for the confidentiality of the company's undisclosed material information; (5) Responsible for the insider registration of listed companies Reporting work; (6) Pay attention to media reports, take the initiative to seek evidence from the company and relevant information disclosure obligors, and urge the board of directors to disclose or clarify in a timely manner. Article 14 The secretary of the board of directors of a listed company shall assist the board of directors of a listed company to strengthen the corporate governance mechanism, including: (1) Organizing and attending the board meeting of the listed company and its special committee meetings, board of supervisors meeting and general meeting of shareholders; (3) Actively promote listed companies to avoid competition in the same industry, reduce and standardize related party transactions; (4) Actively promote listed companies to establish a sound incentive and restraint mechanism; (5) Actively promote listed companies to assume social responsibilities. Article 15 The secretary of the board of directors of a listed company shall be responsible for the management of investor relations of listed companies and improve the communication, reception and service mechanisms of the company's investors. Article 16 The secretary of the board of directors shall be responsible for the equity management of the listed company, including: (1) keeping the shareholding information of the company's shareholders; (2) handling matters related to the company's restricted shares; (3) supervising the company's directors, supervisors, senior management personnel and others Relevant personnel-5- Comply with the relevant provisions of the company's shares trading; (4) Other company equity management matters. Article 17 The secretary of the board of directors of a listed company shall assist the board of directors of the listed company in formulating the development strategy of the company's capital market, and assist in planning or implementing the company's capital market refinancing or mergers and acquisitions. Article 18 The secretary of the board of directors of a listed company shall be responsible for the standard operation and training of listed companies, and organize the company's directors, supervisors, senior management personnel and other relevant personnel to receive training in relevant laws and regulations and other regulatory documents. Article 19 The secretary of the board of directors of a listed company shall prompt the directors, supervisors and senior management personnel of the listed company to perform their loyal and diligent obligations. If you know that the above-mentioned personnel violated relevant laws and regulations, other regulatory documents or the company's articles of association, and made or may make relevant decisions, they should be alerted and immediately report to the Stock Exchange. Article 20 The secretary of the board of directors of a listed company shall perform other duties as required by the Company Law, the China Securities Regulatory Commission and the Stock Exchange. Article 21 A listed company shall provide convenience for the secretary of the board of directors to perform its duties. The directors, supervisors, senior management personnel and relevant staff of the company shall cooperate with the performance of the secretary of the board of directors. Article 22 The secretary of the board of directors of a listed company shall have the right to know the financial and operating conditions of the company in order to perform its duties, to inspect all documents within its scope of responsibility, and to request relevant departments and personnel of the company to provide relevant information and information in a timely manner. Article 23 When a listed company convene a general manager's office meeting and other meetings involving major matters of the company, it shall promptly inform the secretary of the board of directors to attend and provide the meeting materials. Article 24 If the secretary of the board of directors of a listed company is improperly obstructed or severely obstructed in the course of performing his duties, he may report directly to the Stock Exchange. Article 25 The secretary of the board of directors of a listed company shall sign a confidentiality agreement with the listed company and promise to continue to perform the confidentiality obligation during the term of office and after leaving office until the relevant information is disclosed to the public, but the information concerning the company's violations does not belong to The foregoing should cover the scope of confidentiality. Article 26 The board of directors of a listed company shall employ a securities affairs representative to assist the secretary of the board of directors of the listed company in performing their duties. When the secretary of the board of directors is unable to perform his duties or is authorized by the secretary of the board of directors, the securities representative shall perform his duties on his behalf. During this period, it is not of course exempted from the responsibility of the Secretary of the Board for his duties. The securities affairs representative shall obtain the qualification of the board secretary approved by the Stock Exchange. Chapter IV Training Article 27 A candidate for a board secretary or a candidate for a securities affairs representative of a listed company shall participate in the qualification training approved by the Institute. The training time shall not be less than 36 class hours in principle, and a certificate of qualification for the board secretary qualification training shall be obtained. Article 28 The secretary of the board of directors of a listed company shall, in principle, attend at least one follow-up training of the secretary of the board of directors organized by the Stock Exchange every two years. The secretary of the board of directors of a listed company that has been criticized by the Stock Exchange shall participate in the latest training of the Secretary of the Board of Directors. Article 29 The training content of the secretary of the board of directors of a listed company includes topics such as information disclosure of listed companies, corporate governance, investor relations management, equity management, and the rights and obligations of the secretary of the board of directors. We can adjust training courses and training materials in a timely manner according to actual needs. Article 30 The Stock Exchange announces the registration time, registration method, examination scope, examination discipline, test scores, etc. of the board of directors of the listed company through the website of the Stock Exchange. Chapter V Disciplinary Measures Article 31 If the secretary of the board of directors violates these administrative measures and the circumstances are serious, the Stock Exchange shall impose the following punishments in accordance with the provisions of the Listing Rules: (1) Notification of criticism; (2) Public condemnation; (3) Public identification is not suitable Acting as Secretary of the Board of Directors of the listed company Disciplinary action in items (2) and (3) above may be implemented together. Article 32 If the Stock Exchange is publicly recognized as unsuitable for the board of directors of a listed company, the Stock Exchange cancels its “Board Secretary Qualification Certificate” and the Exchange does not accept its participation in the Board Secretary qualification training since the date of cancellation. If the matters specified in Items (2) and (4) of Article 7(1) and (1) (2) of Article 10 of this Administrative Measures are dismissed by a listed company, the Stock Exchange cancels its “Board Secretary Qualification Certificate”. The company will not accept the qualification training of the board secretary within 3 years from the date of cancellation. Chapter VI Supplementary Provisions Article 33 The present Measures shall be interpreted by the Exchange. Article 34 These Measures shall be implemented as of the date of promulgation. The Measures for the Administration of the Board of Directors of Listed Companies of the Shanghai Stock Exchange (revised in 2011), the Measures for the Administration of the Qualifications of the Board of Directors of Listed Companies of the Shanghai Stock Exchange and the Measures for the Assessment of the Board of Directors of Listed Companies of the Shanghai Stock Exchange were simultaneously abolished.