Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Northern Copper Industry Co., Ltd. (hereinafter referred to as the "Company"), strengthen the Board's management and supervision of the Board Secretary, clarify the responsibilities and authority of the Board Secretary, and promote the Company's standardized operations, these regulations are formulated based on the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Regulatory Rules for Board Secretaries of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, the Administrative Measures for Information Disclosure of Listed Companies, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Northern Copper Industry Co., Ltd. (hereinafter referred to as the "Articles of Association"), in conjunction with the actual situation of the Company.
Article 2
The Company shall have one Board Secretary who assists the Board in performing its duties and reports work to the Board.
Article 3
The Board Secretary shall have a Board Office under their supervision, responsible for completing tasks assigned by the Board Secretary.
Article 4
The Board Secretary shall faithfully and diligently perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the business rules of the Shenzhen Stock Exchange, and the provisions of the Articles of Association. The Board Secretary shall keep the Company's secrets confidential, shall not disclose insider information, and shall not engage in insider trading or manipulate the securities market.
Chapter 2 Qualifications and Appointment Procedures of the Board Secretary
Article 5
The Board Secretary shall possess good professional ethics and personal character, be familiar with securities laws and regulations, and the business rules of the stock exchange. When appointing a Board Secretary, the Company shall explain and disclose the candidate's compliance with the following conditions:
- Possession of over five years of work experience related to the duties of the Board Secretary in finance, accounting, auditing, legal compliance, financial services, or other relevant fields, or holding a legal professional qualification certificate with over five years of work experience, or holding a certified public accountant certificate with over five years of work experience;
- No circumstances as specified in Article 178 of the Company Law;
- No administrative penalties imposed by the CSRC in the last thirty-six months or more than three administrative supervisory measures taken;
- No public reprimands from the stock exchange in the last thirty-six months or more than three criticisms;
- No disqualification measures taken by the CSRC preventing them from serving as a director or senior management of a listed company, or the period has expired, and not publicly recognized by the stock exchange as unsuitable for such positions or the period has expired;
- Other circumstances as stipulated by laws, regulations, and the business rules of the Shenzhen Stock Exchange.
Article 6
The Board Secretary shall be appointed by the Board. The Board Nomination Committee shall select and review candidates for the Board Secretary and make recommendations to the Board.
Article 7
If the Board Secretary has any of the following circumstances, the Board shall immediately convene a meeting to decide whether to dismiss them after becoming aware of the fact:
- Failing to meet the conditions listed in Article 5 of these regulations;
- Unable to perform duties for more than three consecutive months;
- Significant errors or omissions in performing duties that cause major losses to the Company or investors or have a significant impact on the Company;
- Other violations of laws, regulations, business rules of the Shenzhen Stock Exchange, the Articles of Association, or internal management systems that cause major losses to the Company or investors or have a significant impact on the Company.