Chapter 1 General Principles
Article 1
To promote the standardized operation of Hunan Kechuang Information Technology Co., Ltd. (hereinafter referred to as "the Company"), fully leverage the role of the Secretary of the Board of Directors, and strengthen the management and supervision of the Secretary's work, 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 (hereinafter referred to as "the Securities Law"), the Regulatory Rules for the Secretary of the Board of Directors of Listed Companies, the Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operation of Growth Enterprise Market Listed Companies, and the relevant provisions of the Articles of Association of Hunan Kechuang Information Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Company shall have one Secretary of the Board of Directors. The Secretary of the Board of Directors is a senior management personnel of the Company, assisting the Board of Directors in performing its duties and reporting work to the Board.
Article 3
The Company shall provide convenient conditions for the Secretary of the Board of Directors to perform their duties. Directors, the financial officer, other senior management personnel, and relevant personnel of the Company shall support and cooperate with the work of the Secretary. The Secretary of the Board of Directors shall attend shareholders' meetings and board meetings. To fulfill their duties, they have the right to understand the Company's financial and operational conditions, participate in meetings related to information disclosure, review all documents related to information disclosure, and request relevant departments and personnel of the Company to provide relevant materials and information or explanations in a timely manner. When the Company holds meetings concerning significant matters, it shall promptly inform the Secretary of the Board of Directors to attend and provide meeting materials.
Article 4
The Secretary of the Board of Directors shall faithfully and diligently perform their duties in accordance with laws and regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange, the Articles of Association, and these work rules. The 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 Secretary of the Board of Directors
Article 5
The Secretary of the Board of Directors shall possess good professional ethics and personal character, and be familiar with securities laws and regulations as well as the business rules of the Shenzhen Stock Exchange. When appointing the Secretary of the Board of Directors, the Company shall explain and disclose that the candidate meets the following conditions:
- Has more than five years of work experience in finance, accounting, auditing, legal compliance, financial services, or other areas related to the duties of the Secretary of the Board of Directors, or has obtained a legal professional qualification certificate and has more than five years of work experience, or has obtained a certified public accountant certificate and has more than 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 securities 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 personnel of a listed company by the securities exchange, or the restriction period has expired;
- Other circumstances as stipulated by laws, regulations, and the business rules of the Shenzhen Stock Exchange.