Chapter 1 General Principles
Article 1
To guide the daily work of the Board Secretary of Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Company"), this system is 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" (hereinafter referred to as "the Securities Law"), the "Regulations on the Supervision of Board Secretaries of Listed Companies," the "Listing Rules for Growth Enterprise Market Stocks of the Shenzhen Stock Exchange," the "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of Growth Enterprise Market Listed Companies," and the "Articles of Association of Suzhou Kede Education Technology Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2
The Company shall appoint one Board Secretary to assist the Board in performing its duties and report work to the Board, serving as a senior management member of the Company.
Article 3
The Board Secretary shall faithfully and diligently perform their duties in accordance with laws, administrative regulations, the regulations of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange, and the provisions of the Articles of Association. The Board Secretary shall maintain the confidentiality of the Company and shall not disclose insider information or engage in insider trading or market manipulation.
Chapter 2 Appointment, Dismissal, and Qualifications of the Board Secretary
Article 4
The Board Secretary shall be appointed by the Board of Directors. The Nomination Committee of the Board shall select and review candidates for the Board Secretary and make recommendations to the Board.
Article 5
The Board Secretary shall possess good professional ethics and personal character, be familiar with securities laws and regulations, and the business rules of the Shenzhen Stock Exchange. When appointing a Board Secretary, the Company shall explain and disclose that the candidate meets the following conditions:
- Has over five years of work experience in finance, accounting, auditing, legal compliance, financial services, or other areas related to the duties of the Board Secretary, or has obtained a legal professional qualification certificate and has over five years of work experience, or has obtained a certified public accountant certificate and has over five years of work experience;
- Does not fall under the circumstances specified in Article 178 of the Company Law;
- Has not been administratively punished by the CSRC or subjected to administrative supervision measures more than three times in the last thirty-six months;
- Has not been publicly reprimanded by the stock exchange or criticized more than three times in the last thirty-six months;
- Has not been subjected to market entry restrictions by the CSRC or deemed unsuitable for serving as a director or senior management of a listed company, or the restriction period has expired;
- Other circumstances as stipulated by laws, regulations, and the business rules of the Shenzhen Stock Exchange.
If a candidate for the Board Secretary is under judicial investigation for suspected criminal activity or is being investigated by the CSRC for suspected violations, and there is no clear conclusion, the Company shall promptly disclose the reasons for proposing to appoint such a person and whether there are any circumstances affecting the Company's standardized operations, and shall highlight relevant risks.
Article 6
The Company shall appoint a securities affairs representative and establish a department managed by the Board Secretary to assist the Board Secretary in performing their duties, providing necessary support for the Board Secretary to perform their duties in accordance with the law. If the Board Secretary is unable to perform their duties, the securities affairs representative may exercise their rights and perform their duties; during this period, the Board Secretary remains responsible for the Company's information disclosure matters.