Chapter 1 General Principles
Article 1
To improve the governance level of Hubei Ping An Electric Technology Co., Ltd. (hereinafter referred to as "the Company") and standardize the appointment and performance of the Board Secretary, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Shenzhen Stock Exchange Listing Rules, and the Articles of Association of Hubei Ping An Electric Technology Co., Ltd. (hereinafter referred to as "the Articles of Association") and other relevant laws and regulations.
Article 2
The Board Secretary of the Company is a senior management personnel, responsible to the Company and the Board of Directors, and shall perform duties faithfully and diligently.
Article 3
The Board Secretary of the Company is the designated liaison between the Company and the securities regulatory authorities, as well as the Shenzhen Stock Exchange.
Article 4
The Company shall establish a work department managed by the Board Secretary.
Chapter 2 Appointment
Article 5
The Company’s Board of Directors shall appoint a Board Secretary within three months after the departure of the previous Board Secretary.
Article 6
The Board Secretary may also serve as a director of the Company. However, if a certain action requires separate decisions from both the director and the Board Secretary, the individual serving in both roles shall not act in dual capacity.
Article 7
To serve as the Board Secretary, the following qualifications are required:
- Relevant work experience necessary for performing duties;
- Good professional ethics and personal character;
- Professional knowledge in finance, management, law, etc., necessary for performing duties;
- Good communication skills and flexible problem-solving abilities;
- Relevant certification recognized by the Shenzhen Stock Exchange indicating capability to serve as Board Secretary.
Article 8
Individuals with any of the following circumstances shall not serve as the Company’s Board Secretary:
- Any circumstance specified in Article 178 of the Company Law;
- Administrative penalties imposed by the China Securities Regulatory Commission (CSRC) in the last three years, or being subject to market entry bans by the CSRC that have not yet expired;
- Being publicly deemed unsuitable to serve as a director or senior management personnel by the stock exchange;
- Receiving public reprimands from the stock exchange or more than three notifications of criticism in the last three years;
- Other circumstances deemed unsuitable by the Shenzhen Stock Exchange.
Article 9
After appointing the Board Secretary in a Board meeting, the Company shall promptly announce the appointment and submit the following materials to the Shenzhen Stock Exchange:
- Appointment letter or relevant Board resolution and explanatory documents, including compliance with appointment conditions, position, work performance, and personal character;
- Personal resume and educational qualifications (copies);
- Contact information of the Board Secretary, including office phone, mobile phone, fax, mailing address, and dedicated email address. The Company shall promptly submit updated information to the Shenzhen Stock Exchange when there are changes to the above contact information.
Article 10
The Company shall have sufficient reasons to dismiss the Board Secretary and shall not dismiss them without cause.