董事会秘书工作制度
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龙韵股份: 龙韵股份董事会秘书工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 16:49
General Principles - The purpose of the system is to promote the standardized operation of Shanghai Longyun Cultural Technology Group Co., Ltd. and to enhance the management and supervision of the board secretary's work [1] - The system is binding on the company's board secretary and securities affairs representative [1] Appointment of Board Secretary - The company appoints one board secretary responsible for preparing documents for shareholder and board meetings, managing shareholder information, and handling information disclosure matters [2] - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Certain individuals are prohibited from serving as board secretary, including those who have faced administrative penalties from the China Securities Regulatory Commission in the last three years [2] Duties and Responsibilities - The board secretary must prepare and submit documents for board and shareholder meetings and attend these meetings to take minutes [3][4] - The board secretary is responsible for managing information disclosure, including publishing company information and ensuring compliance with disclosure regulations [4] - The board secretary assists in strengthening corporate governance mechanisms and managing investor relations [4][5] Confidentiality and Transition - A confidentiality agreement must be signed with the board secretary, ensuring ongoing confidentiality obligations [3] - In the event of a vacancy, the board must appoint a temporary secretary and fill the position within three months [3] Compliance and Support - The company must provide necessary conditions for the board secretary to perform their duties, including access to financial and operational information [5] - The board secretary has the right to participate in relevant meetings and request necessary documents from the company [5]
日辰股份: 青岛日辰食品股份有限公司董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Points - The document outlines the governance structure and responsibilities of the Board Secretary of Qingdao Richen Food Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][8] - The Board Secretary is a senior management position responsible for communication with regulatory bodies and ensuring proper information disclosure [1][4] Section Summaries General Provisions - The purpose of the system is to enhance governance and clarify the responsibilities of the Board Secretary [1] - The Board Secretary must act faithfully and diligently in their duties [1] Qualifications of the Board Secretary - The Board Secretary must possess good professional ethics, relevant knowledge in finance, law, and management, and pass the qualification exam organized by the Shanghai Stock Exchange [5] - Certain individuals are prohibited from serving as Board Secretary, including those under market entry bans or recent administrative penalties [5][6] Appointment and Dismissal of the Board Secretary - The Board Secretary is nominated by the Chairman and appointed by the Board [2] - A new Board Secretary must be appointed within three months of the previous Secretary's departure [2][3] Responsibilities of the Board Secretary - The Board Secretary is responsible for managing information disclosure, investor relations, and ensuring compliance with legal and regulatory requirements [4][5] - The Secretary must maintain confidentiality and report any significant changes in their declaration to the Shanghai Stock Exchange [3][4] Additional Provisions - The company must provide necessary support for the Board Secretary to fulfill their duties [5][6] - The Board may appoint a Securities Affairs Representative to assist the Board Secretary [6]
广博股份: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Points - The document outlines the work system for the board secretary of Guangbo Group Co., Ltd, aiming to promote standardized operations and enhance the management and supervision of the board secretary's work [1] - The board secretary is a senior management position responsible for the board and must meet specific qualifications, including financial, management, and legal knowledge [2][3] - The responsibilities of the board secretary include organizing board meetings, ensuring compliance with decision-making procedures, coordinating information disclosure, and managing investor relations [3][4] Summary by Sections General Provisions - The work system is established based on relevant laws and regulations to ensure the effective operation of the company [1] Qualifications of the Board Secretary - The board secretary must meet the qualifications set by the stock listing rules and possess necessary professional knowledge and good personal ethics [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands, cannot serve as board secretaries [2] Authority of the Board Secretary - The board secretary is responsible for preparing board meetings, ensuring accurate meeting records, and reporting significant issues to the board [3] - The board secretary acts as a liaison with regulatory bodies and is responsible for timely submission of required documents [3] - The board secretary must maintain confidentiality of sensitive information and implement effective measures to prevent leaks [3] Work Environment for the Board Secretary - The company must provide necessary conditions for the board secretary to perform their duties, with support from directors and senior management [4][5] - The board secretary has the right to access financial and operational information and must not be obstructed in their duties [5] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board [6] - The company must provide valid reasons for dismissing the board secretary and report such actions to the stock exchange [6][7] - In case of vacancy, an interim secretary must be appointed until a new one is selected [7]
创力集团: 创力集团董事会秘书工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 11:14
Core Viewpoint - The document outlines the work system for the Secretary of the Board of Shanghai Chuangli Group Co., Ltd., detailing the responsibilities, qualifications, and procedures for appointment and dismissal of the board secretary to ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The purpose of the system is to standardize the behavior of the board secretary, ensure the company's compliance, and protect investors' rights [1]. - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, responsible for preparing meetings, managing shareholder information, and handling information disclosure [3][4]. Group 2: Qualifications of the Board Secretary - The board secretary must possess necessary professional knowledge in finance, management, and law, along with good professional ethics and work experience [4]. - Individuals who have been barred from serving as directors or senior management by regulatory authorities or have faced administrative penalties in the last three years are not eligible [4][5]. Group 3: Main Responsibilities of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, and organizing board and shareholder meetings [5]. - The secretary must ensure confidentiality of information and report any leaks to the stock exchange immediately [5][6]. - The board secretary has the authority to access financial and operational information and participate in relevant meetings [6]. Group 4: Appointment and Dismissal of the Board Secretary - The board secretary is appointed or dismissed by the board of directors in accordance with relevant laws and the company's articles of association [7]. - The company must appoint a new board secretary within three months of the previous secretary's departure [6][7]. - Reasons for dismissal must be justified, and the secretary has the right to report any unjust dismissal to the stock exchange [7][8]. Group 5: Board Office (Securities Office) - The board office handles daily affairs and reports to the board secretary [8]. - The office assists the board secretary in fulfilling their responsibilities [8]. Group 6: Miscellaneous Provisions - The system becomes effective upon approval by the board and must comply with national laws and regulations [9][10].
迈为股份: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 16:59
Core Viewpoint - The document outlines the work system for the Secretary of the Board of Directors of Suzhou Maiwei Technology Co., Ltd, detailing the responsibilities, qualifications, and procedures related to the role, ensuring compliance with relevant laws and regulations [1][2][10]. Group 1: General Principles - The work system is established to promote the standardized operation of the company and enhance the role of the Board Secretary [1]. - The Secretary is a senior management personnel responsible for the company and the Board, with corresponding rights and obligations [1]. Group 2: Responsibilities and Qualifications - The main responsibilities of the Board Secretary include managing information disclosure, investor relations, organizing board meetings, and ensuring compliance with securities laws [1][4]. - The Secretary must possess necessary financial, management, and legal knowledge, and must not have been penalized by regulatory authorities in the last 36 months [2]. Group 3: Authority and Procedures - The Secretary is responsible for preparing board meetings, maintaining accurate records, and ensuring compliance with decision-making procedures [3][5]. - The Secretary has the authority to access financial and operational information and must coordinate with regulatory bodies for required documentation [4][6]. Group 4: Appointment and Dismissal - The Secretary is appointed by the Board Chairman and must be reported to the Shenzhen Stock Exchange upon appointment or dismissal [7]. - The company must not dismiss the Secretary without cause and must provide reasons for dismissal [7]. Group 5: Legal Responsibilities - The Secretary has a duty of loyalty and diligence to the company and must comply with relevant laws and regulations [8][9]. - The company must dismiss the Secretary within one month if certain disqualifying conditions arise [8].
东贝集团: 湖北东贝机电集团股份有限公司董事会秘书工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:58
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Hubei Dongbei Electromechanical Group Co., Ltd, aiming to improve corporate governance and define the responsibilities and qualifications of the board secretary [1] Group 1: General Provisions - The company establishes one board secretary who is a senior management personnel responsible for the company and the board, fulfilling legal obligations and enjoying corresponding rights and remuneration [1] - The board secretary acts as the designated external contact for the board, organizing administrative work and handling corporate governance and equity management tasks [1] Group 2: Appointment - The board secretary is nominated by the chairman and appointed or dismissed by the board [2] - The board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a qualification certificate recognized by the Shanghai Stock Exchange [2] - Certain disqualifications for the board secretary include recent administrative penalties by the China Securities Regulatory Commission and other specified conditions [2] Group 3: Responsibilities - The board secretary is responsible for coordinating information disclosure, managing investor relations, preparing board and shareholder meetings, and ensuring compliance with disclosure regulations [5] - The board secretary must manage company equity matters, including maintaining shareholder records and ensuring compliance with stock trading regulations [6] - The board secretary is tasked with assisting the board in developing capital market strategies and organizing training on relevant laws and regulations for board members and senior management [6][7] Group 4: Reporting and Communication - The company must report the resignation or dismissal of the board secretary to the Shanghai Stock Exchange promptly, providing reasons for the change [3] - During the vacancy of the board secretary, the board must appoint a temporary replacement and report this to the Shanghai Stock Exchange [3] - The board secretary has the right to access financial and operational information and must be informed of significant meetings and decisions [7]
福瑞达: 鲁商福瑞达医药股份有限公司董事会秘书工作制度
Zheng Quan Zhi Xing· 2025-08-21 13:13
第一章 总 则 第一条 为提高鲁商福瑞达医药股份有限公司(以下简称"公司")治理水 平,加强对董事会秘书工作的管理与监督,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》")、 《中华人民共和国证券法》、 $$\mathbb{C}$$ 海证券交易所股票上市规则》等有关法律、法规、规范性文件以及《鲁商福瑞达 医药股份有限公司公司章程》 (以下简称"公司章程")的规定,结合公司实际情 况,制定本工作制度。 第二条 公司设董事会秘书一名,董事会秘书为公司高级管理人员,对公司 和董事会负责,应忠实、勤勉地履行职责。公司设立董事会办公室作为信息披露 事务部门,董事会办公室由董事会秘书负责管理。 第三条 公司董事会在聘请董事会秘书的同时,委任一名证券事务代表,协 助董事会秘书履行职责,在董事会秘书不能履行职责时,证券事务代表应当代为 履行职责。在此期间,并不当然免除董事会秘书对公司信息披露等事务所负有的 责任。证券事务代表应参照本工作制度履职。 第二章 任职资格 第四条 担任公司董事会秘书,应当具备以下条件: (一)具有良好的职业道德和个人品质; (二)具备履行职责所必需的财务、管理、法律 ...
佐力药业: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 16:34
Core Viewpoint - The document outlines the work system for the Secretary of the Board of Directors of Zhejiang Zhaoli Pharmaceutical Co., Ltd., emphasizing the need for compliance with laws and regulations, as well as the responsibilities and qualifications required for the position. Group 1: General Provisions - The work system is established to regulate the behavior of the Secretary of the Board, ensuring the company's compliance and protection of investors' rights [1] - The Secretary of the Board is a senior management position responsible to the company and the Board [1] Group 2: Qualifications and Appointment Procedures - The Board appoints or dismisses the Secretary, who serves a term of three years, with the possibility of reappointment [4] - Candidates must meet legal and regulatory requirements, possess relevant professional knowledge, and demonstrate good ethical standards [2][4] Group 3: Dismissal and Reporting - The company must have valid reasons for dismissing the Secretary, and any dismissal must be reported to the stock exchange [3] - The Secretary must be dismissed if they cannot perform their duties for over three months or if they violate the established work system [3][4] Group 4: Responsibilities - The Secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality [12] - The Secretary assists in strengthening corporate governance, organizing meetings, and ensuring compliance with securities laws [13][14] Group 5: Support and Resources - The company must provide necessary conditions for the Secretary to perform their duties, including access to financial and operational information [17] - The Board should appoint a securities affairs representative to assist the Secretary when needed [20]
德龙汇能: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:35
General Principles - The purpose of the work system for the board secretary of Delong Composite Energy Group Co., Ltd. is to promote standardized operations and enhance the management and supervision of the board secretary's work [1] - The board secretary is a senior management personnel responsible to the board and has corresponding rights and obligations as per laws and company regulations [1] Qualifications - The board secretary must meet the qualifications outlined in the Stock Listing Rules and possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Individuals who have been administratively punished by the China Securities Regulatory Commission in the last 36 months or have been publicly criticized by the stock exchange are not eligible to serve as board secretary [2] Appointment and Dismissal - The board secretary is nominated by the chairman and appointed or dismissed by the board [4] - The company must provide reasons for the dismissal of the board secretary and announce it publicly [4] Responsibilities and Authority - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [5][6] - The board secretary has the authority to participate in relevant meetings, access company documents, and report any obstruction in their duties directly to the stock exchange [5] Confidentiality and Training - The board secretary must maintain confidentiality during and after their tenure, with obligations continuing until relevant information is disclosed [8] - The company is required to ensure that the board secretary participates in ongoing training organized by regulatory bodies [8] Evaluation - The performance of the board secretary is included in the evaluation system for senior management, based on company regulations [8] Miscellaneous - This work system will take effect upon approval by the company's board and will be interpreted by the board [9]
中路股份: 十一届十三次董事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 11:17
Group 1 - The board meeting of Zhonglu Co., Ltd. was held on August 15, 2025, with all six directors present, and the meeting was deemed legal and effective [1] - The company approved the use of up to RMB 50 million of idle funds for purchasing high-security and liquid financial products, with the authorization valid for 12 months [2] - The board agreed to recognize an asset impairment provision of RMB 2.3534 million, reflecting the company's financial status and asset value [3] Group 2 - The company revised several internal regulations, including the Independent Director Special Meeting Work Rules and the Related Party Transaction Management System, with unanimous approval from the board [4][5] - Zhonglu Co., Ltd. plans to invest RMB 10 million in Beijing Fulei Technology Co., Ltd., acquiring a 6.25% stake while maintaining the control of the target company [5]