董事会秘书工作细则
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悍高集团: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Points - The document outlines the working rules for the Secretary of the Board of Directors of Hanguo Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [2][10] - The Secretary is responsible for ensuring proper information disclosure and managing investor relations, acting as a liaison between the company and regulatory bodies [5][6] Chapter Summaries Chapter 1: General Provisions - The purpose of the rules is to promote standardized operations within the company and clarify the responsibilities and authority of the Board Secretary [2] Chapter 2: Qualifications of the Board Secretary - The Board Secretary must possess necessary financial, management, and legal knowledge, and must not have any disqualifying conditions as outlined in the Company Law [3][4] Chapter 3: Responsibilities of the Board Secretary - The Board Secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with legal obligations [5] - The Secretary has the authority to access financial and operational information and report any obstructions to the Shenzhen Stock Exchange [7] Chapter 4: Appointment and Dismissal of the Board Secretary - The Board Secretary is nominated by the Chairman and appointed by the Board, with specific procedures for dismissal and the need for a replacement within three months of vacancy [8][9] Chapter 5: Supplementary Provisions - The rules specify that any amendments must be approved by the Board and that the provisions must align with existing laws and regulations [10]
南方传媒: 南方传媒董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Points - The document outlines the governance structure and responsibilities of the Board Secretary of Southern Publishing Media Co., Ltd, aiming to enhance corporate governance in accordance with relevant laws and regulations [1][2][5] Group 1: Appointment and Qualifications - The Board Secretary is a senior management position, nominated by the Chairman and appointed by the Board [2] - Candidates for the Board Secretary must have a bachelor's degree and at least three years of relevant experience, along with knowledge in finance, law, and management [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or being banned from the securities market, are prohibited from serving as Board Secretary [2][3] Group 2: Responsibilities - The Board Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [6][7] - The Secretary must ensure compliance with legal and regulatory requirements, and has the authority to access financial and operational information necessary for fulfilling their duties [6][7] - The company must provide necessary support and resources for the Board Secretary to perform their responsibilities effectively [6][7] Group 3: Term and Dismissal - The term for the Board Secretary is three years, with the possibility of reappointment [2] - The company must dismiss the Board Secretary within one month if certain disqualifying conditions arise or if they fail to perform their duties for an extended period [3][4] - Upon dismissal or resignation, the Board Secretary must undergo a handover process and the company must appoint a new Secretary within three months [4][5]
雅创电子: 董事会秘书工作细则2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the guidelines for the role and responsibilities of the Board Secretary at Shanghai Yachuang Electronics Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The Board Secretary is a senior management position responsible for the company and the board, acting as the designated liaison with the stock exchange [1] - The Board Secretary must adhere to laws, regulations, and the company's articles of association, bearing legal responsibilities and obligations of integrity and diligence [1][2] - The appointment of the Board Secretary must be made from among the company's directors, deputy general managers, or other senior management as specified in the articles of association [1][2] Group 2: Qualifications and Restrictions - 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] - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands from the securities regulatory authority, are prohibited from serving as Board Secretary [2] Group 3: Responsibilities - The Board Secretary is responsible for managing the company's information disclosure, coordinating with regulatory bodies, and ensuring compliance with disclosure regulations [11][12] - The role includes organizing board and shareholder meetings, maintaining communication with stakeholders, and ensuring the confidentiality of sensitive information [11][12] - The Board Secretary must monitor media coverage and stock trading activities, providing timely feedback to the board and management [11][12] Group 4: Legal Responsibilities - The Board Secretary shares liability for decisions made by the board that violate laws or regulations, unless they can prove dissent [32] - Grounds for dismissal of the Board Secretary include prolonged inability to perform duties, significant errors causing losses, or violations of laws and regulations [33]
美盈森: 董事会秘书工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 11:19
Core Points - The document outlines the responsibilities and qualifications of the Board Secretary of Meiyingsen Group Co., Ltd, emphasizing the importance of compliance with laws and regulations [1][2][3] - The Board Secretary is responsible for managing information disclosure, investor relations, and organizing board and shareholder meetings [3][5][8] - The document specifies the appointment and dismissal procedures for the Board Secretary, including the need for sufficient reasons for dismissal [6][14] Summary by Sections General Provisions - The Board Secretary is a senior management position responsible to the Board and must adhere to the company's articles of association and relevant laws [1] - The company must provide necessary conditions for the Board Secretary to perform their duties effectively [1][2] Qualifications - The Board Secretary must have relevant experience, a bachelor's degree or higher, and must comply with legal and ethical standards [2][5] - Individuals with certain disqualifying conditions, such as recent administrative penalties, cannot serve as Board Secretary [2] Main Responsibilities - The Board Secretary is tasked with coordinating information disclosure and ensuring compliance with disclosure regulations [3][5] - Responsibilities also include managing investor relations and facilitating communication between the company and various stakeholders [3][5] Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed by the Board, with clear guidelines for dismissal [6][14] - In case of vacancy, the company must appoint a new Board Secretary within three months [15][16] Meeting Management - The Board Secretary is responsible for preparing and documenting board and shareholder meetings, ensuring compliance with legal requirements [7][8] - They must manage the documentation and records of meetings, ensuring accuracy and confidentiality [8][9]
胜宏科技: 董事会秘书工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-29 16:43
General Provisions - The purpose of the guidelines is to promote the standardized operation of Shenghong Technology (Huizhou) Co., Ltd. and enhance the role of the board secretary, based on relevant laws and regulations [1] - The guidelines outline the qualifications, appointment procedures, powers, and legal responsibilities of the board secretary [1] Appointment Conditions - The board secretary should be familiar with the company's operations and industry knowledge, possess necessary professional knowledge, and have strong public relations and problem-solving skills [2] - The board secretary must be a senior management personnel such as a director, president, vice president, or financial director, and cannot act in dual capacities when a director also serves as the board secretary [2] - Required qualifications for the board secretary include financial, management, and legal knowledge, good professional ethics, relevant work experience, a recognized board secretary qualification certificate, and strong organizational and communication skills [2][3] Scope of Duties - The board secretary is responsible for information disclosure, investor relations management, organizing board and shareholder meetings, and ensuring compliance with disclosure regulations [3] - The board secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the stock exchange [3] - The board secretary is also tasked with training directors and senior management on securities laws and regulations [3] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors [4] - The company must appoint a new board secretary within three months of the initial public offering or the previous secretary's departure [4] - The company must provide documentation to the stock exchange upon appointing a new board secretary [5] Work Support and Responsibilities - The company must establish a supportive work system for the board secretary, ensuring cooperation from directors and senior management [6] - The board secretary has the right to access financial and operational information and attend relevant meetings [6] - In cases of obstruction, the board secretary can report directly to the stock exchange [7] Miscellaneous - The guidelines will take effect upon approval by the board of directors [8]
ST智云: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-06-05 13:25
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].