董事会秘书制度

Search documents
优优绿能: 股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健全及运行情况说明
Zheng Quan Zhi Xing· 2025-05-14 14:24
Governance Structure - The company has established a governance structure consisting of the shareholders' meeting, board of directors, supervisory board, and senior management, ensuring clear division of responsibilities and mutual checks and balances [1] - The shareholders' meeting is the highest authority, the board of directors is the main decision-making body, and the supervisory board serves as the oversight body, all operating in accordance with relevant laws and regulations [1] Shareholders' Meeting - The company has formulated the "Rules of Procedure for Shareholders' Meetings" in compliance with the Company Law and Articles of Association, ensuring that all meetings are convened legally and effectively [1] Board of Directors - The board of directors consists of 5 members, including 2 independent directors, and has established "Rules of Procedure for Board Meetings" to ensure compliance with legal and regulatory requirements [2] - All board meetings during the reporting period were convened and conducted in accordance with relevant laws and regulations, with all resolutions being legal and effective [2] Supervisory Board - The supervisory board is composed of 3 members, including a chairman, with at least one-third being employee representatives elected by the employee representative assembly [2] - The company has established "Rules of Procedure for Supervisory Board Meetings," ensuring that all meetings are conducted legally and effectively [2] Independent Directors - The company has 2 independent directors, who have diligently fulfilled their responsibilities and participated actively in board and shareholders' meetings without any absences [3] Board Secretary - The company has appointed a board secretary responsible for organizing board and shareholders' meetings, managing investor relations, and ensuring compliance with information disclosure requirements [3] - The board secretary has been diligent in their duties, ensuring that meetings are held legally and that communication with shareholders is effective [3]
密封科技: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Provisions - The company establishes rules to regulate the behavior of the board secretary, ensuring they fulfill their duties diligently and efficiently according to relevant laws and regulations [1][2] - The board secretary is a senior management position responsible for the company and the board [1] Appointment and Dismissal of the Board Secretary - The board secretary must meet specific qualifications, including good professional ethics, necessary knowledge, and experience [2][3] - The board secretary is nominated by the chairman and appointed by the board, with a requirement for a written commitment to fulfill their duties [2] - The company must provide valid reasons for dismissing the board secretary and cannot dismiss them without cause [2][3] Responsibilities of the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing insider information, and overseeing investor relations [3][4] - They must ensure compliance with legal and regulatory requirements and report any significant breaches to the Shenzhen Stock Exchange [3][4] - The company must support the board secretary in their duties, providing access to financial and operational information [4] Additional Provisions - The company may appoint a securities affairs representative to assist the board secretary, who will assume responsibilities if the board secretary is unable to perform their duties [5] - The rules established by the board will take effect upon approval and can be modified as necessary [5]