Chapter 1 General Principles
Article 1
To strengthen the management of the Secretary of the Board of Directors of Zhongye Da Electric Co., Ltd. (hereinafter referred to as "the Company"), promote diligence and responsibility, and enhance the Company's operational standards and information disclosure management, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China, the Management Measures for Information Disclosure of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules"), the Regulatory Rules for Secretaries of the Board of Directors of Listed Companies, and the Articles of Association of Zhongye Da Electric Co., Ltd. (hereinafter referred to as "the Articles of Association"), among other relevant regulations, combined with the actual situation of the Company.
Article 2
The Company shall establish a Secretary of the Board of Directors. The Secretary of the Board of Directors is a senior management personnel of the Company and is responsible to the Company and the Board of Directors. The Secretary of the Board of Directors is the designated contact person between the Company and the Shenzhen Stock Exchange.
Article 3
The Company shall set up a securities department under the Secretary of the Board of Directors, equipped with full-time assistants who possess professional knowledge in law, finance, and other areas commensurate with the Company's business scale, to assist the Secretary in handling information disclosure, regulatory operations, investor relations management, and equity management.
Chapter 2 Qualifications and Appointment of the Secretary of the Board of Directors
Article 4
The Secretary of the Board of Directors shall be nominated by the Chairman and appointed or dismissed by the Board of Directors.
Article 5
The Secretary of the Board of Directors must possess the necessary financial, management, and legal expertise and work experience to fulfill their duties, have good professional ethics and personal character, and be familiar with securities laws and regulations as well as the business rules of the stock exchange. The required work experience refers to having at least five years of experience in finance, accounting, auditing, legal compliance, financial services, or other areas related to the duties of the Secretary of the Board, or having obtained a legal professional qualification certificate with five years of experience, or having obtained a certified public accountant certificate with five years of experience. Individuals with any of the following circumstances may not serve as the Secretary of the Board of Directors: (1) Those who meet any of the circumstances specified in Article 118 of the Articles of Association (the duration of such circumstances is calculated up to the date the Board of Directors reviews the appointment proposal for the Secretary of the Board); (2) Those who have been administratively punished by the China Securities Regulatory Commission (CSRC) or subjected to administrative supervision measures by the CSRC more than three times in the last thirty-six months; (3) Those who have been publicly reprimanded by the stock exchange or criticized more than three times in the last thirty-six months; (4) Other circumstances as stipulated by laws, regulations, the CSRC, and the business rules of the Shenzhen Stock Exchange. The Company shall explain and disclose the compliance of the Secretary of the Board of Directors candidate with the requirements of this article.
Article 6
The Company shall ensure that the Secretary of the Board of Directors has sufficient time and energy to perform their duties. The Secretary of the Board of Directors shall not concurrently serve as the General Manager, Vice General Manager in charge of business operations, or financial officer of the Company. If the Secretary of the Board concurrently holds other positions in the Company, the responsibilities of the Secretary of the Board and other positions must be clearly distinguished to ensure sufficient time and energy to independently fulfill the duties of the Secretary of the Board.