董事会秘书制度

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宜通世纪: 董事会秘书工作细则(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
第一条 按照建立现代企业制度的要求,为进一步完善宜通世纪科技股份有限公司 (以下简称"公司")法人治理结构,明确董事会秘书职责和权限,保证董事会秘书依法 行使职权、履行职责,根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华 人民共和国证券法》(以下简称"《证券法》") 第二章 董事会秘书任职资格和任免 宜通世纪科技股份有限公司 董事会秘书工作细则 宜通世纪科技股份有限公司 《深圳证券交易所创业板股票上市规则》《深 董事会秘书工作细则 圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等有关法律 法规、证券交易所业务规则以及《宜通世纪科技股份有限公司章程》(以下简称"公司章 程"),特制定本细则。 第一章 总则 (一) 有《公司法》第一百七十八条规定情形之一的; 第二条 董事会设董事会秘书。董事会秘书为公司的高级管理人员,对公司和董事 会负责。董事会秘书应当由公司董事、总经理、副总经理或财务负责人担任。 第三条 董事会秘书由董事长提名,经董事会聘任或解聘。 (二) 被中国证监会采取不得担任上市公司董事高级管理人员的市场禁入措施,期 限尚未届满; (三) 被证券交易场所公开认定为 ...
科净源: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
北京科净源科技股份有限公司 董事会秘书工作制度 第一章 总 则 第一条 为了促进北京科净源科技股份有限公司(以下简称"公司")的规范 运作,明确董事会秘书的职责权限,充分发挥董事会秘书的作用,根据《中华人 民共和国公司法》(以下简称"《公司法》")、《深圳证券交易所创业板股票 上市规则》(以下简称"上市规则")、《深圳证券交易所上市公司自律监管指 引第2号——创业板上市公司规范运作》等有关法律法规、规范性文件和《北京 科净源科技股份有限公司章程》(以下简称"《公司章程》")及其细则的规定, 特制定本制度。 第二条 公司设董事会秘书1名。董事会秘书为公司高级管理人员,对董事会 负责。 董事会秘书应遵守法律、行政法规、部门规章和《公司章程》及其细则的有 关规定,承担高级管理人员的有关法律责任,对公司负有诚信和勤勉义务,不得 利用职权为自己或他人谋取利益。 第二章 任职资格 第三条 公司董事会秘书的任职资格: (一)董事会秘书应当具有从事秘书、管理、股权事务等工作经验; (二)董事会秘书应当掌握财务、税收、法律、金融、企业管理等方面的知 识,具有良好的个人品质和职业道德,严格遵守法律、法规、规章,能够忠诚地 履行职 ...
戎美股份: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-08 16:11
日禾戎美股份有限公司 第一章 总则 第一条 为完善日禾戎美股份有限公司(以下简称"公司")治理,规范董事会 秘书行为,保证其认真行使职权、忠实履行义务,促进董事会的高效运作和科学决策, 维护公司、股东、债权人及全体职工的合法权益,特制定本工作细则。 第二条 本工作细则制定依据:根据《中华人民共和国公司法》 (以下简称"《公 司法》")、 《中华人民共和国证券法》、 《上市公司治理准则》、 《深圳证券交易所创业板 股票上市规则》 (以下简称"《上市规则》")等法律、行政法规、规范性文件及《日禾 戎美股份有限公司章程》 (以下简称"《公司章程》")的规定。本工作细则是董事会秘 书执行职务过程中的基本行为准则。 董事会秘书应切实履行《上市规则》规定的各项职责,采取有效措施督促上市公 司建立信息披露管理制度及重大信息内部报告制度,明确重大信息的范围和内容及各 相关部门(包括公司控股子公司)的重大信息报告责任人,做好信息披露相关工作。 第二章 董事会秘书的任职条件 第五条 董事会秘书应当具有必备的专业知识和经验,具有良好的个人品质和 职业道德。 第六条 董事会秘书不得在控股股东、实际控制人及其控制的其他企业中担任 除董 ...
科兴制药: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-28 16:26
Core Viewpoint - The document outlines the governance structure and operational guidelines for the Board Secretary of Sinovac Biotech Ltd, emphasizing the importance of compliance with legal and regulatory frameworks [1][2][3]. Group 1: General Provisions - The document establishes the purpose of the guidelines, which is to regulate the behavior of the Board Secretary and enhance corporate governance [1]. - It defines the Board Secretary as a senior management position responsible for legal obligations and duties as per laws and company regulations [2]. - The Board Secretary acts as the designated liaison between the company and regulatory bodies, handling information disclosure and corporate governance matters [2][3]. Group 2: Qualifications and Conditions - The qualifications for the Board Secretary include a minimum of a college degree and at least three years of relevant experience in secretarial, management, or equity affairs [3]. - Candidates must possess knowledge in finance, law, and corporate management, and must adhere to ethical standards [3]. - Individuals with certain disqualifying conditions, such as recent administrative penalties from regulatory bodies, are prohibited from serving as Board Secretary [3]. Group 3: Appointment and Replacement - The Board Secretary is appointed or dismissed by the company's Board of Directors, and a securities affairs representative must be appointed to assist [4][5]. - The company must publicly announce the appointment of the Board Secretary and securities affairs representative, providing necessary documentation [4]. - The company is required to have valid reasons for dismissing the Board Secretary and must report the dismissal to the regulatory authority [5]. Group 4: Responsibilities and Duties - The Board Secretary is responsible for managing information disclosure, investor relations, and equity management [6]. - Duties include organizing board meetings, maintaining confidentiality of sensitive information, and ensuring compliance with legal obligations [6]. - The Board Secretary must also facilitate training for board members regarding their rights and responsibilities in information disclosure [6]. Group 5: Miscellaneous Provisions - The document states that the guidelines will be effective upon approval by the Board of Directors and will be subject to relevant laws and regulations [7]. - The Board of Directors holds the authority to amend and interpret these guidelines as necessary [7].
能辉科技: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Points - The document outlines the regulations and responsibilities of the board secretary of Shanghai Nenghui Technology Co., Ltd, ensuring compliance with relevant laws and company bylaws [1][2][6] - The board secretary is a senior management position responsible for various duties including information disclosure, investor relations, and board meeting organization [2][4] - The qualifications and disqualifications for the board secretary position are clearly defined, emphasizing the need for integrity and professional ethics [1][2][5] Summary by Sections Section 1: Appointment and Qualifications - The company appoints one board secretary who must have at least a bachelor's degree and relevant knowledge in finance, law, and management [1] - Individuals with certain disqualifying conditions, such as legal penalties or professional misconduct, are prohibited from serving as board secretary [1][2] Section 2: Responsibilities - The board secretary is responsible for managing information disclosure, coordinating investor relations, and ensuring compliance with legal obligations [2][4] - The secretary must maintain confidentiality regarding undisclosed information and ensure proper communication between the board and stakeholders [2][4] Section 3: Authority and Support - The board secretary has the authority to access financial and operational information and must be supported by other management and departments [3][4] - The company is required to provide necessary conditions for the board secretary to fulfill their duties effectively [3] Section 4: Termination and Transition - The board must have valid reasons for terminating the board secretary, and a transition plan must be in place if the position becomes vacant [5][6] - The company must appoint a new board secretary within three months of a vacancy and ensure that the outgoing secretary completes a handover process [5][6]
振德医疗: 振德医疗董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Points - The document outlines the regulations and responsibilities of the Board Secretary of ZhenDe Medical Supplies Co., Ltd, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][6]. Group 1: General Provisions - The company establishes a Board Secretary position to improve governance and fulfill legal requirements [1]. - The Board Secretary is a senior management role responsible to the company and the board, required to act diligently and faithfully [1]. Group 2: Appointment and Dismissal Procedures - The Board Secretary is appointed or dismissed by the company's board of directors [2]. - Specific disqualifications for the Board Secretary include recent administrative penalties from the China Securities Regulatory Commission and other serious violations [2]. - The company must provide valid reasons for dismissing the Board Secretary and must report the dismissal to the exchange [2]. Group 3: Responsibilities of the Board Secretary - The Board Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [3][4]. - The role includes ensuring compliance with legal and regulatory requirements and maintaining confidentiality of sensitive information [4]. - The Board Secretary must facilitate communication between the company and regulatory bodies, investors, and other stakeholders [4]. Group 4: Support and Resources - The company is required to provide necessary support for the Board Secretary to perform their duties effectively, including access to financial and operational information [5]. - A Securities Affairs Representative may be appointed to assist the Board Secretary, especially in cases where the Board Secretary is unable to fulfill their duties [5].
纽威数控: 纽威数控装备董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-21 09:17
General Principles - The purpose of the system is to standardize the behavior of the board secretary of Nuwei CNC Equipment (Suzhou) Co., Ltd. and improve the corporate governance structure [1][2] - The system is based on relevant laws, regulations, and the company's articles of association [1][2] Appointment of Board Secretary - The company appoints one board secretary who is a senior management member responsible for legal obligations and duties [3] - The board secretary must possess good professional ethics, necessary knowledge in finance, management, and law, and relevant work experience [3][4] - Certain individuals are prohibited from serving as board secretary, including those with recent administrative penalties from the China Securities Regulatory Commission [4] Responsibilities and Duties - The board secretary is responsible for information disclosure, ensuring compliance with disclosure regulations, and managing investor relations [5][6] - Duties include organizing board meetings, assisting in establishing internal control systems, and managing shareholder information [5][6] - The board secretary must adhere to legal obligations and maintain confidentiality regarding company information [6][7] Amendments and Implementation - The system must be modified if there are changes in relevant laws or if the board decides to amend it [8] - The system takes effect upon approval by the board [8]
迅捷兴: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-15 16:31
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Shenzhen Xunjiexing Technology Co., Ltd, emphasizing the importance of regulatory compliance and effective management of the Secretary's responsibilities [1] Section Summaries General Provisions - The purpose of the work system is to promote standardized operations within the company and enhance the management and supervision of the Board Secretary's work [1] Position, Responsibilities, and Qualifications of the Board Secretary - The Board Secretary is a senior management position responsible for legal obligations and enjoys corresponding rights and remuneration [1] - The main responsibilities include handling information disclosure, ensuring compliance with disclosure regulations, managing investor relations, and assisting in the development of capital market strategies [1][2] - The Secretary must possess necessary professional knowledge in finance, management, and law, along with good professional ethics and a qualification certificate issued by the stock exchange [1] Authority of the Board Secretary - The Secretary is responsible for organizing board meetings, providing consultation for major decisions, and ensuring compliance with decision-making procedures [3][4] - The Secretary acts as a liaison between the company and regulatory authorities, managing necessary documentation and tasks assigned by these authorities [3] Appointment and Dismissal of the Board Secretary - The company must not dismiss the Secretary without cause, and if the Secretary is unable to perform duties for over half a month, a temporary replacement must be appointed [5][6] - The Board must disclose relevant documents before appointing a new Secretary, including a recommendation statement and the candidate's qualifications [2][3] Legal Responsibilities of the Board Secretary - The Secretary has a duty of loyalty and diligence, must comply with the company's articles of association, and is responsible for any legal violations that occur during their tenure [6][7] - The company must report any dismissal of the Secretary to the stock exchange, providing reasons for the dismissal [6][7] Supplementary Provisions - The work system will be executed in accordance with national laws and regulations, and any inconsistencies will defer to the relevant legal provisions [7]
章源钨业: 董事会秘书制度
Zheng Quan Zhi Xing· 2025-07-14 09:21
General Provisions - The company establishes a system to regulate the behavior of the board secretary and improve corporate governance structure [1] - The board secretary is a senior management position within the company [1] Qualifications and Responsibilities - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - The board secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with regulations [2][3] - The company must provide necessary conditions for the board secretary to perform their duties effectively [3][4] Appointment and Dismissal - The board secretary is appointed by the board of directors and can only be dismissed for valid reasons [4][5] - In case of vacancy, the board must appoint a temporary secretary and announce it promptly [5] Additional Provisions - The system will be executed according to national laws and regulations, and any conflicts with future laws will be amended accordingly [5]
苏州龙杰: 董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Suzhou Longjie Special Fiber Co., Ltd, aiming to enhance corporate governance and standardize the appointment, duties, and training of the board secretary [2][3] Group 1: General Provisions - The board secretary is a senior management position responsible for the company and the board, ensuring diligent and faithful performance of duties [2] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure, corporate governance, and equity management [2][3] Group 2: Appointment of the Board Secretary - The company must appoint a board secretary within three months after the initial public offering or within three months after the previous secretary's departure [3] - Candidates for the board secretary must meet specific qualifications, including holding a certificate recognized by the Shanghai Stock Exchange [3][4] Group 3: Responsibilities of the Board Secretary - The board secretary is responsible for managing information disclosure, coordinating communication with investors and regulatory bodies, and organizing board and shareholder meetings [6][7] - The board secretary must ensure compliance with legal and regulatory requirements, maintain confidentiality, and manage the company's stock and derivative changes [6][9] Group 4: Training and Development - Training for the board secretary is to be developed by the Shanghai Stock Exchange, covering topics such as information disclosure, corporate governance, and investor relations [10] - The board secretary is required to keep abreast of relevant laws and regulations and ensure that the board and senior management are adequately trained [10]