Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of the company, strengthen the board's management and supervision of the board secretary, and promote the company's standardized operations, these rules are formulated in accordance with the Company Law of the People's Republic of China, 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, and other relevant laws and regulations, as well as the Articles of Association of Beijing Vito Electric Co., Ltd.
Article 2
The board secretary is a senior management personnel of the company, responsible to the company and the board, bearing the obligations required by laws, regulations, and the Articles of Association for senior management, enjoying corresponding work authority, and receiving appropriate remuneration.
Article 3
The company shall establish a securities department to assist the board secretary in performing their duties.
Chapter 2 Qualifications
Article 4
The qualifications for the board secretary are as follows:
- Possess over five years of work experience in finance, accounting, auditing, legal compliance, financial services, or other areas related to the duties of the board secretary, or hold a legal professional qualification certificate with over five years of experience, or hold a certified public accountant certificate with over five years of experience. "Other relevant work experience" includes having served as a board secretary or securities affairs representative in the company for a long time.
- Familiar with securities laws and regulations and the business rules of the stock exchange.
- Possess good personal qualities and professional ethics, strictly comply with relevant laws, regulations, and rules, and be able to perform duties loyally.
- Familiar with the company's operational management situation, possessing good organizational coordination and communication skills.
- Obtain a board secretary qualification certificate recognized by the securities exchange where the company is listed.
- Comply with other regulations set by relevant authorities.
Article 5
Individuals with any of the following circumstances shall not serve as the company's board secretary:
- Those who fall under any of the circumstances specified in Article 178 of the Company Law.
- Those who have been subject to market entry restrictions by the China Securities Regulatory Commission (CSRC) and the period has not yet expired.
- Those who have received administrative penalties from the CSRC or have been subject to administrative supervision measures more than three times in the last 36 months.
- Those who have been publicly reprimanded by the stock exchange or criticized more than three times in the last 36 months.
- Those who have been publicly recognized by the securities trading venue as unsuitable to serve as directors or senior management of listed companies, or the period has not yet expired.
- Other circumstances as stipulated by laws, regulations, and the business rules of the Shenzhen Stock Exchange.
The listed company shall explain and disclose the compliance of the board secretary candidates with the requirements of Articles 4 and 5 of these rules.
Article 6
The board secretary shall not concurrently serve as the manager, deputy manager in charge of business operations, or financial officer. If the board secretary holds other positions in the listed company, the responsibilities of the board secretary and other positions must be clearly distinguished to ensure sufficient time and energy to independently perform the duties of the board secretary.