Chapter 1 General Principles
Article 1
To standardize the behavior of the Secretary of the Board of Directors of Shaanxi Meinuo Clean Energy Group Co., Ltd. (hereinafter referred to as "the Company") and ensure the Secretary faithfully performs duties with diligence and efficiency, these rules are formulated in accordance with the Company Law, the Shenzhen Stock Exchange Listing Rules (hereinafter referred to as "Listing Rules"), and other relevant laws, regulations, normative documents, and the Company's Articles of Association.
Article 2
The Company shall have one Secretary of the Board of Directors, who is a senior management personnel responsible to the Company and the Board of Directors, and shall faithfully and diligently perform their duties.
Article 3
The Secretary of the Board of Directors is responsible for the preparation of shareholder meetings and board meetings, document custody, and management of shareholder information. The Secretary is the specific executor of the Company's information disclosure and the designated contact person with the stock exchange. The Secretary or the person acting on behalf of the Secretary shall handle matters related to information disclosure, corporate governance, and equity management on behalf of the Company. The Secretary is also responsible for managing investor relations, and no one may engage in investor relations activities without the Secretary's permission.
Chapter 2 Qualifications
Article 4
To serve as the Secretary of the Board of Directors, one must meet the following conditions:
- Possess good professional ethics and personal qualities;
- Have the necessary financial, management, legal, and other professional knowledge to perform duties;
- Have the necessary work experience to fulfill responsibilities;
- Obtain a qualification certificate for the Secretary of the Board of Directors recognized by the stock exchange.
Article 5
Individuals with any of the following circumstances may not serve as the Secretary of the Board of Directors:
- Circumstances specified in Article 4.3.3 of the Listing Rules that prohibit serving as a director or senior management personnel;
- Administrative penalties imposed by the China Securities Regulatory Commission in the last thirty-six months;
- Public reprimands or three or more criticisms from the stock exchange in the last thirty-six months;
- Other circumstances deemed unsuitable by the stock exchange.
Chapter 3 Appointment and Dismissal
Article 6
The Secretary of the Board of Directors is nominated by the Chairman and appointed or dismissed by the Board of Directors. If a director concurrently serves as the Secretary of the Board, they may not act in both capacities when a decision must be made separately by the director and the Secretary.
Article 7
The Company must have sufficient reasons to dismiss the Secretary of the Board of Directors and may not dismiss them without cause.
Article 8
If the Secretary of the Board of Directors has any of the following circumstances, the Company shall dismiss them within one month from the occurrence of the relevant facts:
- Any circumstance specified in Article 5;
- Unable to perform duties for more than three consecutive months;
- Significant errors or omissions in performing duties that cause substantial losses to investors;
- Violations of laws, regulations, other stock exchange rules, or the Company's Articles of Association that cause significant losses to the Company or investors.