Zhejiang Youfu Advanced Materials Co., Ltd.
Rules of Procedure for the Secretary of the Board of Directors
Chapter 1 General Provisions
Article 1 To regulate the company's conduct, clarify the powers and responsibilities of the Secretary of the Board of Directors, and in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Stock Listing Rules"), the "Articles of Association of Zhejiang Youfu Advanced Materials Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant laws and regulations, these Rules are hereby formulated.
Article 2 The Secretary of the Board of Directors is a senior management member of the company and is responsible to the Board of Directors. The provisions of laws, regulations, and the "Articles of Association" concerning senior management members of the company shall apply to the Secretary of the Board of Directors.
Chapter 2 Qualifications for Employment
Article 3 The Secretary of the Board of Directors shall possess the necessary professional knowledge and experience.
Article 4 The Secretary of the Board of Directors shall possess the necessary professional knowledge in finance, management, and law to perform their duties, have good professional ethics and personal character, and hold a qualification certificate for the Secretary of the Board of Directors issued by the Shenzhen Stock Exchange. Individuals with any of the following circumstances shall not serve as the Secretary of the Board of Directors of the company: (1) Circumstances under which individuals are prohibited from serving as directors or senior management members according to the "Company Law" and other laws and regulations; (2) Having been subject to administrative penalties from the China Securities Regulatory Commission within the last thirty-six months; (3) Having been publicly censured or received more than three notifications of criticism from the stock exchange within the last thirty-six months; (4) Having been subject to market entry prohibition measures by the China Securities Regulatory Commission, prohibiting them from serving as directors or senior management members of listed companies, with the prohibition period not yet expired; (5) Having been publicly identified by the stock exchange as unsuitable to serve as a director or senior management member of a listed company, with the period not yet expired; (6) Other circumstances recognized by the Shenzhen Stock Exchange as unsuitable for serving as the Secretary of the Board of Directors.
Registered accountants from the company's accounting firm and lawyers from the law firm shall not concurrently serve as the Secretary of the Board of Directors of the company.
Chapter 3 Responsibilities
Article 5 The Secretary of the Board of Directors shall abide by the "Articles of Association" and bear legal responsibilities equivalent to those of senior management members of the company. They shall act with integrity and diligence towards the company and shall not use their position to seek benefits for themselves or others.