双林股份: 董事会秘书工作细则（2025年9月）

Core Points - The document outlines the regulations and responsibilities of the board secretary in a company, emphasizing the need for compliance with laws and regulations [1][2][3] Group 1: General Provisions - The board secretary is a senior management position responsible for the board and must comply with relevant laws and company regulations [1] - The company must establish a board secretary position, who operates under the leadership of the chairman [1] Group 2: Qualifications - The board secretary must possess knowledge in finance, law, management, and other relevant fields, and must hold a qualification certificate issued by the stock exchange [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or conflicts of interest, cannot serve as board secretary [2][3] Group 3: Responsibilities - The board secretary is responsible for managing capital changes, securities issuance, and corporate governance matters [2] - The board secretary acts as the designated liaison for listed company affairs, ensuring compliance with documentation and reporting requirements [2] - Responsibilities include preparing reports for board and shareholder meetings, coordinating information disclosure, and maintaining confidentiality [2][3] Group 4: Appointment and Dismissal Procedures - The board secretary is recommended by the chairman and appointed by the board, requiring training and certification from the stock exchange [4] - The company must appoint a new board secretary within three months of a vacancy and must submit relevant materials to the stock exchange prior to the appointment [4][5] Group 5: Legal Responsibilities - The board secretary shares legal liability with the board for decisions that violate laws or regulations, unless they can prove dissent [6][7] - Penalties for violations can include recommendations for disqualification from the position and other disciplinary actions [7]