Chapter 1 General Principles
Article 1
To further improve the governance level of Ru Yi Film and Entertainment Co., Ltd. (hereinafter referred to as "the Company") and to promote and ensure the active performance of duties by the Board Secretary, these work rules are 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 (hereinafter referred to as "the Listing Rules"), the regulations on the supervision of Board Secretaries of listed companies, and the relevant provisions of the Articles of Association of Ru Yi Film and Entertainment Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Company shall have one Board Secretary. The Board Secretary is a senior management personnel appointed by the Board of Directors and is responsible to the Company and the Board of Directors. The Board Secretary is responsible for communication and liaison between the Company and shareholders, actual controllers, investors, directors, the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), maintaining smooth communication channels. The Company shall establish a Securities Affairs Department, which will be managed by the Board Secretary, responsible for assisting the Board Secretary in performing their duties.
Article 3
The Board Secretary shall comply with the Articles of Association, bear the relevant legal responsibilities of senior management, have obligations of integrity and diligence towards the Company, and shall not use their authority to seek benefits for themselves or others. The Board Secretary shall keep the Company's secrets confidential, shall not disclose insider information, and shall not engage in insider trading or manipulate the securities market.
Chapter 2 Qualifications of the Board Secretary
Article 4
The Board Secretary shall possess the necessary financial, management, and legal professional knowledge and work experience required to perform 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 more than five years of experience in finance, accounting, auditing, legal compliance, financial services, or other areas related to the duties of the Board Secretary, or having obtained a legal professional qualification certificate with more than five years of experience, or having obtained a certified public accountant certificate with more than five years of experience.
Article 5
Individuals with any of the following circumstances shall not serve as Board Secretary:
- Any circumstance specified in Article 178 of the Company Law that prohibits serving as a director or senior management personnel of a listed company;
- Having received administrative penalties from the CSRC in the past thirty-six months, or having been subjected to administrative supervision measures by the CSRC three times or more;
- Having received public reprimands from the stock exchange or three or more public criticisms in the past thirty-six months;
- Being subject to a market ban by the CSRC that prohibits serving as a director or senior management personnel of a listed company, with the ban period not yet expired;
- Being publicly deemed unsuitable to serve as a director or senior management personnel of a listed company by the stock exchange, with the three-year period not yet expired;
- Other circumstances deemed unsuitable to serve as Board Secretary by relevant regulatory rules, the Articles of Association, or the securities regulatory authority and stock exchange where the Company is listed. The Company shall explain and disclose the candidate's compliance with the requirements of Articles 4 and 5 of these rules when appointing the Board Secretary.