ST智云: 董事会秘书工作细则

Core Points - The document outlines the governance structure and responsibilities of the board secretary at Dalian Zhiyun Automation Equipment Co., Ltd, ensuring the protection of the company's and investors' rights [1][2]. Group 1: Board Secretary Qualifications - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics and a qualification certificate issued by the stock exchange [2][3]. - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission (CSRC) within the last 36 months, are prohibited from serving as board secretary [3]. Group 2: Appointment and Dismissal - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors, with a requirement to fill the position within three months of a vacancy [6][7]. - During the vacancy, a designated director or senior manager will temporarily assume the responsibilities of the board secretary [6]. Group 3: Responsibilities of the Board Secretary - The board secretary is responsible for managing the company's information disclosure, investor relations, and coordinating communication with regulatory bodies and stakeholders [16][18]. - The board secretary must ensure compliance with relevant laws and regulations, and is tasked with organizing board and shareholder meetings, maintaining records, and overseeing confidentiality of sensitive information [16][18]. Group 4: Work Procedures - The board secretary must coordinate information disclosure efforts and ensure that all relevant departments provide necessary information for compliance [19][20]. - The company is required to establish an information disclosure department managed by the board secretary to facilitate effective communication and compliance [22][23].