Announcement on Promulgating the Administrative Measures for the Appointment and Qualification of the Board Secretary of Companies Listed on the National Equities Exchange and Quotations (for Trial Implementation)

　　Announcement of the National Equities Exchange and Quotations [2016] No.68

　　September 7, 2016

　　The Administrative Measures for the Appointment and Qualification of the Board Secretary of Companies Listed on the National Equities Exchange and Quotations (the "NEEQ") (for Trial Implementation) (hereinafter referred to as "these Measures") formulated by National Equities Exchange and Quotations Co., Ltd. are hereby issued in accordance with the Business Rules for the National Equities Exchange and Quotations (for Trial Implementation), the Measures for the Hierarchical Management of Companies Listed on the National Equities Exchange and Quotations (for Trial Implementation) (hereinafter referred to as the "Measures for the Hierarchical Management") and other relevant provisions in order to regulate the administration of the appointment and qualification of the board secretary of NEEQ-listed companies.

　　The NEEQ-listed companies falling within the innovation hierarchy shall have a board secretary, subject to the Measures for the Hierarchical Management and these Measures. The board secretary shall obtain a qualification certificate within a prescribed time limit, and the relevant arrangements for the qualification exam of a board secretary will be notified separately.

　　Administrative Measures for the Appointment and Qualification of the Board Secretary of Companies Listed on the National Equities Exchange and Quotations (for Trial Implementation)

　　Article 1 These Measures are formulated in accordance with the Business Rules for the National Equities Exchange and Quotations (for Trial Implementation) (hereinafter referred to as the "Business Rules"), the Measures for the Hierarchical Management of Companies Listed on the National Equities Exchange and Quotations (for Trial Implementation) (hereinafter referred to as the "Measures for Hierarchical Management") and other relevant provisions in order to regulate the management of the board secretary of NEEQ-listed companies and improve corporate governance.

　　Article 2 These Measures shall apply to the management of the appointment and qualification of the board secretary of companies listed on the National Equities Exchange and Quotations and the companies applying for listing. The setting of a board secretary by the companies listed on the NEEQ and the companies applying for listing shall be subject to these Measures.

　　Article 3 A board secretary shall abide by laws and regulations, departmental rules, business rules, articles of association and these Measures, and perform his/her duties faithfully and diligently.

　　Article 4 National Equities Exchange and Quotations (hereinafter referred to as "NEEQ Company") regulates the management of the appointment of the board secretary of NEEQ-listed companies and carries out the management of the qualification of the board secretary of NEEQ-listed companies in accordance with the Business Rules, the Measures for Hierarchical Management and these Measures.
　　NEEQ Company may entrust related entities to organize the training and examination for the board secretary of NEEQ-listed companies in accordance with the Business Rules and these Measures.

　　Article 5 A board secretary, the contact person designated by a NEEQ-listed company, NEEQ Company and the chief agency broker, is responsible to the NEEQ-listed company and the board of directors, and shall perform the following duties:
　　1. disclosing information on the NEEQ-listed company, coordinating the information disclosure for the NEEQ-listed company, organizing the formulation of an information disclosure management system of the NEEQ-listed company and supervising the NEEQ-listed company and related information disclosure obligators to abide by the relevant provisions on information disclosure.
　　Keeping the information disclosed by the NEEQ-listed company confidential, organizing the formulation of a confidentiality system, recording the insiders of private information, and promptly reporting to the chief agency broker and NEEQ Company and making an announcement in a timely manner upon the leaking of insider information;
　　2. organizing and preparing for the general meeting and the board meeting of the NEEQ-listed company, participating in the general meeting, board meeting, the meeting of supervisory board and the relevant meetings of senior executives, and recording the board meeting and confirming the same by signature;
　　3. managing the investor relationship and shareholder information of the NEEQ-listed company, and coordinating the information exchange among NEEQ-listed companies, securities regulator, shareholders, actual controller, securities service institutions, and media;
　　4. urging the board of directors to promptly reply to the supervisory inquiries from the chief agency broker and the regulatory inquiries from NEEQ Company;
　　5. organizing the training on securities laws and regulations, departmental rules and the business rules for the NEEQ for directors, supervisors and senior executives; urging directors, supervisors and senior executives to abide by securities laws and regulations, departmental rules, the business rules for the NEEQ and the articles of association and practically fulfilling their commitments.
　　The board secretary shall remind the board of directors in a timely manner while being aware that the NEEQ-listed company has made or will possibly make the resolutions in violation of related provisions, and promptly report such circumstances to the chief agency broker or NEEQ Company; and
　　6. other duties as specified by the Company Law, the Securities Law, the China Securities Regulatory Commission (hereinafter referred to the "CSRC") and NEEQ Company.

　　Article 6 A NEEQ-listed company shall set up a business division of information disclosure which will be managed by its board secretary, and shall clarify the corresponding working systems in the Articles of Association for providing the board secretary with convenient conditions for duty performance.
　　For the purpose of duty performance, a board secretary is entitled to understand the financial position and operating conditions, participate in the meetings relating to information disclosure, consult all the documents concerning information disclosure, and require the relevant departments and personnel of the company to provide the relevant materials and information in a timely manner. The directors, supervisors, financial principal, other senior executives and other relevant personnel of the company shall support and coordinate the board secretary in regard to information disclosure. The board secretary may submit a report to the chief agency broker or NEEQ Company if hindered improperly or impeded seriously in the course of duty performance.

　　Article 7 A board secretary shall possess the professional knowledge of finance, management and laws as required for duty performance and the relevant working experience, and have excellent professional ethics and personal morality. Under any of the following circumstances, a person shall not serve as the board secretary of a NEEQ-listed company:
　　1. the person falls under any of the circumstances as prescribed in Article 146 of the Company Law;
　　2. the person is banned from entering into the securities market by the CSRC, and the period has not expired as yet;
　　3. the person is recognized as improper to serve as a director, supervisor or senior executive of a company by NEEQ Company or stock exchanges;
　　4. the person is a current supervisor of a NEEQ-listed company; or
　　5. the person is otherwise recognized by NEEQ Company as being improper to serve as the board secretary.

　　Article 8 Under any of the following circumstances apart from the ones as prescribed in Article 7 of these Measures, a person shall not serve as the board secretary of a NEEQ-listed company under the innovation hierarchy:
　　1. the person fails to obtain the qualification certificate of the board secretary issued by NEEQ Company, or re-obtain such certificate after it is revoked;
　　2. the person falls under the circumstances set out in Item 3 of Article 12 of the Measures for Hierarchical Management in the recent 12 months; and
　　3. the person is otherwise recognized by NEEQ Company as being improper to serve as the board secretary of a NEEQ-listed company under the innovation hierarchy.

　　Article 9 A NEEQ-listed company shall make an announcement within two transfer days upon formal appointment of the board secretary by the board of directors, and make a report to NEEQ Company for filing. The announcement shall include without limitation the following content:
　　1. the description that the board secretary meets the qualification as prescribed in these Measures;
　　2. the description of education background and working experience of the board secretary;
　　3. violation records of the board secretary (if any); and
　　4. means of communication of the board secretary, including office telephone number, mobile phone number, fax number, mail address, and dedicated e-mail address.

　　Article 10 Where a board secretary is fired or resigns, the NEEQ-listed company thereof shall make an announcement within two transfer days and report the case to NEEQ Company for filing.
　　A NEEQ-listed company shall have adequate reasons to dismiss its board secretary, and shall not dismiss its board secretary without any reason.

　　Article 11 If a board secretary falls under any of the following circumstances, his/her NEEQ-listed company shall dismiss him/her within one month upon the occurrence of such circumstance(s):
　　1. he/she falls under any of the circumstances as prescribed in Article 7 of these Measures;
　　2. he/she fails to perform his/her duties within not less than three consecutive months; or
　　3. he/she violates laws and regulations, departmental rules, business rules and the articles of association, causing serious losses to the NEEQ-listed company or shareholders.

　　Article 12 If a board secretary of a NEEQ-listed company under the innovation hierarchy falls under any of the following circumstances as prescribed in Article 8 of these Measures, apart from the circumstances as prescribed in Article 11 hereof, his/her NEEQ-listed company shall dismiss him/her within one month upon the occurrence of such circumstance(s).

　　Article 13 A NEEQ-listed company shall hire a board secretary within three months upon the resignation of the former one. During the vacancy, the board of directors shall designate a director or senior executive to assume the duties of the board secretary on an acting basis, make a timely announcement, and report the same to NEEQ Company for filing. The chairman of the board shall assume the duties of a board secretary on an acting basis before the designation of an acting board secretary.
　　If a NEEQ-listed company under the basic hierarchy decides not to have a board secretary upon the resignation of the former one, it shall designate a person with related professional knowledge to be in charge of information disclosure, and submit a report to NEEQ Company for filing.

　　Article 14 The person who passes the qualification examination of the board secretary organized by NEEQ Company may obtain a qualification certificate of the board secretary issued by NEEQ Company.

　　Article 15 Related personnel to participate in the qualification examination of the board secretary shall be recommended by the board of directors of NEEQ-listed companies (including the companies applying for listing). Under any of the following circumstances, a person will not be recommended to participate in the qualification examination:
　　1. the person falls under any of the circumstances as prescribed in Items 1, 2 and 3 of Article 7 of these Measures;
　　2. It has been less than one year since his/her qualification certificate of the board secretary was revoked;
　　3. he/she has no labor relation with the NEEQ-listed company; or
　　4. he/she falls under other circumstances recognized by the NEEQ.

　　Article 16 NEEQ Company will release the notice, scope, reference materials, methods, pattern, results and other matters of the examination via its official website (www.neeq.com.cn).

　　Article 17 The personnel participating in the qualification examination shall strictly abide by the examination discipline; once a person is recognized as committing fraud, disturbing the examination order or otherwise seriously violating the examination discipline, the examination results of the person will be canceled, and the person may not participate in such examination within two years; if NEEQ Company recognizes that a person takes the examination for another person, the examination results of both persons will be canceled, and both of them may not participate in the qualification examination for the whole of their life.

　　Article 18 The personnel who have passed the qualification examination shall participate in the subsequent training organized by NEEQ Company.
　　The subsequent training will have sessions. The board secretary of a NEEQ-listed company shall participate in at least eight sessions of the subsequent training each year after passing the qualification examination; other personnel shall participate in at least four sessions of the subsequent training each year after passing the qualification examination.
　　The personnel having passed the qualification examination and have been imposed regulatory measures or disciplinary sanctions by NEEQ Company or imposed administrative or regulatory measures or administrative penalties by the CSRC or its local offices shall participate in at least eight sessions of the subsequent training within six months after such penalties.

　　Article 19 Under any of the following circumstances, NEEQ Company may revoke the qualification certificate of the board secretary of the personnel having passed the qualification examination:
　　1. the personnel fall under any of the circumstances as prescribed in Items 1, 2 and 3 of Article 7 of these Measures;
　　2. the personnel fail to finish the sessions of the subsequent training in accordance with provisions; or
　　3. the personnel fall under other circumstances recognized by NEEQ Company.

　　Article 20 If the board secretary of a NEEQ-listed company under the innovation hierarchy falls under any of the circumstances as prescribed in Item 2 of Article 8 of these Measures, apart from the circumstances as prescribed in Article 19 hereof, NEEQ Company will revoke his/her qualification certificate of the board secretary.

　　Article 21 NEEQ Company may take self-disciplinary and regulatory measures against the following acts of any person in accordance with the Business Rules:
　　1. the person is fully aware that the relevant personnel have failed to meet the conditions but still recommend such personnel to participate in the examination;
　　2. the person is fully aware that the relevant personnel have failed to meet the conditions but still appoint such personnel as the board secretary;
　　3. the person illegally hinders or obstructs the performance of duties by the board secretary and dismisses the board secretary without any reason, resulting in violations, damage to the interests of investors, and other consequences; or
　　4. other acts recognized by NEEQ Company.

　　Article 22 These Measures shall be interpreted by NEEQ Company.

　　Article 23 These Measures shall come into force as of the date of promulgation.