Nanxing Equipment Company Limited
Articles of Association for the Board of Directors' Secretary
Chapter 1 General Principles
Article 1 To improve the corporate governance structure of Nanxing Equipment Company Limited (hereinafter referred to as the "Company"), 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" (hereinafter referred to as the "Securities Law"), the "Supervisory Rules for Secretaries of Listed Company Boards of Directors," and other laws, regulations, normative documents, business rules of the Shenzhen Stock Exchange, and the "Articles of Association of Nanxing Equipment Company Limited" (hereinafter referred to as the "Articles of Association"), these Articles of Association are formulated.
Article 2 The Company shall appoint one Secretary of the Board of Directors, who shall be a senior management member of the Company, assisting the Board of Directors in performing its duties and reporting to the Board of Directors.
The Secretary of the Board of Directors shall be nominated by the Chairman and appointed or dismissed by the Board of Directors. The term of office shall be three years, commencing from the date of appointment and ending at the expiration of the term of office of the current Board of Directors. Re-appointment is permitted.
Chapter 2 Qualifications for the Secretary of the Board of Directors
Article 3 The Secretary of the Board of Directors shall possess the necessary professional knowledge and work experience in finance, management, and law to perform their duties. They shall have good professional ethics and personal character, and shall have obtained the Secretary of the Board of Directors Qualification Certificate issued by the Shenzhen Stock Exchange, the Secretary of the Board of Directors Training Certificate, or other certificates demonstrating their qualifications.
Article 4 The Secretary of the Board of Directors shall meet the following conditions: (1) Possess at least five years of work experience in finance, accounting, auditing, legal compliance, finance, or other fields related to the duties of the Secretary of the Board of Directors, or have obtained a legal professional qualification certificate and have at least five years of work experience, or have obtained a certified public accountant certificate and have at least five years of work experience; (2) Not be subject to the circumstances that prohibit serving as a director or senior management member of a listed company as stipulated by the "Company Law" and the business rules of the Shenzhen Stock Exchange; (3) Have not been subject to administrative penalties or three or more administrative supervision measures by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") within the last thirty-six months; (4) Have not been publicly reprimanded or received three or more public warnings from the stock exchange within the last thirty-six months; (5) Have not been subject to market entry bans by the CSRC or the stock exchange for being unsuitable to serve as a director or senior management member of a listed company, or the period of such ban has expired; (6) Other circumstances stipulated by laws, regulations, and business rules of the Shenzhen Stock Exchange.
Article 5 The Secretary of the Board of Directors shall not concurrently serve as the General Manager, the Deputy General Manager in charge of business operations, or the Chief Financial Officer. If the Secretary of the Board of Directors concurrently holds other positions in the Company, the responsibilities of the Secretary of the Board of Directors and other positions shall be clearly distinguished to ensure sufficient time and energy to independently perform the duties of the Secretary of the Board of Directors.