Board Secretary Work System
Chapter 1 General Provisions
Article 1 To further standardize the work duties and procedures of the Board Secretary of Shenzhen Topband Co., Ltd. (hereinafter referred to as the "Company" or "this Company") and to enable the Board Secretary to better perform their duties, this System is formulated in accordance with the "Company Law," "Securities Law," "Listing Rules of the Shenzhen Stock Exchange" (hereinafter referred to as the "Listing Rules") and other relevant laws, regulations, normative documents, and the "Articles of Association" of the Company.
Article 2 The Company shall have one Board Secretary, who is a senior management member of the Company. The Board Secretary shall carry out their work and perform their duties in accordance with the powers granted by the "Company Law," "Articles of Association," and the relevant regulations of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), and shall be responsible to the Board of Directors. The Company shall provide the Board Secretary with convenient conditions for performing their duties, and directors, the financial controller, other senior management personnel, and relevant personnel of the Company shall support and cooperate with the work of the Board Secretary. In order to perform their duties, the Board Secretary shall have the right to understand the financial and operational status of the Company, attend meetings related to information disclosure, consult relevant documents, and request relevant departments and personnel of the Company to provide relevant materials and information in a timely manner. If the Board Secretary encounters undue obstruction or serious hindrance in the performance of their duties, they may report directly to the SZSE.
Article 3 The Board Secretary shall have duties of integrity and diligence towards the Company, shall abide by the Articles of Association, faithfully perform their duties, safeguard the interests of the Company, and shall not use their position and authority in the Company to seek personal gain for themselves or others.
Article 4 When appointing a Board Secretary, the Board of Directors may also appoint a Securities Affairs Representative to assist the Board Secretary in performing their duties.
Article 5 The Company's Board Secretary and Securities Affairs Representative shall comply with the provisions of this System.
Chapter 2 Qualifications of the Board Secretary
Article 6 The Board Secretary shall possess the professional knowledge, qualification certificates, and work experience necessary to perform their duties as required by laws, administrative regulations, and the China Securities Regulatory Commission, have good professional ethics and personal character, and obtain the Board Secretary qualification certificate issued by the SZSE.
Article 7 The Board Secretary shall be a director, deputy general manager, financial controller, or other senior management personnel of the Company as stipulated in the Company's Articles of Association. If a director also serves as the Board Secretary, and a certain action needs to be taken separately by the director and the Board Secretary, the person serving in both capacities shall not act with dual capacity.
Article 8 The following persons shall not serve as the Board Secretary of the Company: (1) Persons who are prohibited from serving as directors or senior management personnel of the Company as stipulated in the "Listing Rules"; (2) Persons who have been subject to administrative penalties by the China Securities Regulatory Commission within the last thirty-six months; (3) Persons who have been publicly censured or received more than three warning letters from a stock exchange within the last thirty-six months; (4) Other circumstances stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and the business rules of stock exchanges.