Chapter 1 General Principles
Article 1
To further clarify the responsibilities and authority of the Secretary of the Board of Directors, regulate their conduct, and better fulfill their role, these work rules are formulated based on the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "Listing Rules"), the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operation of GEM Listed Companies, the Board Secretary Regulatory Rules for Listed Companies, and the Articles of Association of Xi'an Pairui Power Semiconductor Technology Co., Ltd. (hereinafter referred to as "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 and is accountable to the company and the Board of Directors. The Secretary serves as the designated liaison between the company and the stock exchange (hereinafter referred to as "the Exchange") and performs duties in accordance with relevant laws, regulations, and the Articles of Association.
Chapter 2 Qualifications of the Secretary of the Board of Directors
Article 3
The Secretary of the Board of Directors should possess good professional ethics and personal integrity, and be familiar with securities laws and regulations as well as the business rules of the stock exchange. When appointing the Secretary, the company must explain and disclose whether 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 Secretary, or holds a legal professional qualification certificate with over five years of experience, or holds a certified public accountant certificate with over five years of experience;
- Does not fall under the circumstances specified in Article 178 of the Company Law;
- Has not been administratively punished by the China Securities Regulatory Commission (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 banned from serving as a director or senior management personnel of a listed company by the CSRC or has had the ban period expire, and has not been publicly deemed unsuitable by the stock exchange;
- Other circumstances as stipulated by laws, regulations, and stock exchange business rules.
If the proposed 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 must promptly disclose the reasons for proposing this individual and whether there are any circumstances affecting the company's standardized operations, along with relevant risk warnings.
Article 4
In addition to meeting the requirements for senior management personnel, the nominator and candidate for the Secretary must clarify whether the candidate is familiar with the relevant laws and regulations, possesses professional ethics suitable for the position, and has the necessary professional competence and experience.