Chapter 1 General Principles
Article 1
To promote the standardized operation of Meirui New Materials Co., Ltd. (hereinafter referred to as "the Company"), fully leverage the role of the board secretary, and strengthen the guidance of the board 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, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "the Listing Rules"), the Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 for Listed Companies on the GEM (hereinafter referred to as "the Guidelines for Standardized Operations"), and the provisions of the Articles of Association of Meirui New Materials Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Company shall have one board secretary, who serves as the designated contact person between the Company and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"). The board secretary is a senior management member and is responsible to the Company and the board.
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 SZSE, and the provisions of the Articles of Association. The board secretary must keep the Company's secrets, shall not disclose insider information, and shall not engage in insider trading or market manipulation.
Chapter 2 Appointment Management
Article 4
The board secretary must possess the necessary financial, management, and legal expertise and work experience to perform their duties, have good professional ethics and personal character, and be familiar with securities laws and regulations. The required work experience refers to having at least five years of experience in finance, accounting, auditing, law, or other relevant fields, or holding a legal professional qualification certificate with five years of experience, or holding a certified public accountant certificate with five years of experience. Candidates for the board secretary position must not have any of the following circumstances:
- Circumstances that disqualify them from serving as a director or senior management personnel according to the Company Law and other relevant regulations;
- Being subject to market entry bans by the CSRC that have not yet expired;
- Being publicly recognized by securities trading venues as unsuitable for serving as a director or senior management personnel, with the ban still in effect;
- Receiving administrative penalties from the CSRC or being subject to more than three administrative supervision measures within the last thirty-six months;
- Receiving public reprimands from the securities exchange or being criticized more than three times within the last thirty-six months;
- Other circumstances as stipulated by laws, regulations, the CSRC, or the business rules of the SZSE.
If the proposed board secretary is under criminal investigation by judicial authorities or is under investigation by the CSRC for suspected violations, and there is no clear conclusion, the Company shall promptly disclose the reasons for proposing this individual and whether there are any circumstances affecting the Company's standardized operations, and shall highlight relevant risks. The Company shall explain and disclose the compliance of the board secretary candidate with the requirements of this article.
Article 5
The board secretary shall be appointed by the board of directors. The nomination committee or a special meeting of independent directors shall select and review candidates for the board secretary and make recommendations to the board.
Article 6
If the board secretary concurrently serves as another senior management member, they must avoid conflicts of interest, clearly distinguish the responsibilities of the board secretary from those of other senior management members, and ensure sufficient time and energy to independently perform the duties of the board secretary. In addition to meeting the requirements for senior management personnel set by the SZSE, the nominator and candidate must clarify whether the candidate is familiar with the relevant laws and regulations, possess