董事会秘书工作规范
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双林股份: 董事会秘书工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
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]
亨迪药业: 14-董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-09-02 09:12
General Provisions - The purpose of the guidelines is to standardize the behavior of the board secretary of Hubei Hendi Pharmaceutical Co., Ltd., ensuring the board secretary fulfills responsibilities diligently and efficiently, in accordance with the Company Law and the company's articles of association [1] - The company appoints one board secretary, who is a senior management personnel responsible to the company and the board, and is entitled to corresponding rights and remuneration [1] Appointment - The board secretary is nominated by the chairman and appointed by the board [2] - Qualifications for the board secretary include good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and familiarity with the company's operations [2] - Individuals with certain disqualifying conditions, such as legal violations or regulatory sanctions, are prohibited from serving as board secretary [2] Dismissal - The board must have sufficient reasons for dismissing the board secretary and cannot dismiss without cause [3] - The company must report the dismissal of the board secretary to the Shenzhen Stock Exchange within one month under specific circumstances [3] - During the vacancy of the board secretary, a director or senior management personnel will act in the role until a new secretary is appointed [3] Responsibilities - The board secretary is responsible for coordinating information disclosure, managing investor relations, organizing board meetings, and ensuring compliance with legal and regulatory requirements [4][5] - The board secretary must assist in strengthening corporate governance mechanisms and promote the establishment of internal control systems [5] - The board secretary is also responsible for managing shareholder information and ensuring compliance with stock trading regulations [5] Training - Candidates for the board secretary position must participate in qualification training recognized by the Shenzhen Stock Exchange, with a minimum of 36 hours of training [7] - The board secretary is required to attend follow-up training at least once every two years [8] - Training content includes information disclosure, corporate governance, investor relations management, and the rights and obligations of the board secretary [8] Miscellaneous - The guidelines are established by the board and take effect upon approval, with modifications subject to the same process [8] - Any matters not covered by these guidelines will be executed according to relevant national laws and regulations [8]
德明利: 董事会秘书工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:27
Core Points - The document outlines the work guidelines for the board secretary of Shenzhen Demingli Technology Co., Ltd, aiming to enhance the company's standardized operations and the role of the board secretary [1][2] - The board secretary is a senior management position responsible for the board and must pass a qualification exam recognized by the Shenzhen Stock Exchange [1][2] Section Summaries General Principles - The guidelines are established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The company appoints one board secretary who is a senior management member and is accountable to the board [1] Qualifications of the Board Secretary - The board secretary must have at least a college degree and over three years of experience in secretarial, management, or equity affairs [2] - Essential knowledge in finance, management, and law is required, along with good personal qualities and professional ethics [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as board secretary [2][3] Responsibilities of the Board Secretary - The primary duties include managing information disclosure, investor relations, and coordinating communication with regulatory bodies and stakeholders [3][4] - The board secretary is responsible for organizing board and shareholder meetings, maintaining confidentiality of sensitive information, and ensuring compliance with legal obligations [3][4] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board [4][5] - The company must appoint a new board secretary within three months of the initial public offering or the previous secretary's departure [4][5] - A confidentiality agreement must be signed upon appointment, and the board secretary has the right to report any obstruction in their duties to the Shenzhen Stock Exchange [4][5] Transitional Provisions - In the event of a vacancy, the board must appoint an acting secretary and report to the Shenzhen Stock Exchange [5][6] - The acting secretary must be appointed within three months, and the chairman will assume the role if the vacancy exceeds this period [5][6]
苏宁环球: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-29 18:30
General Provisions - The company establishes guidelines for the behavior of the board secretary to clarify responsibilities and authority based on relevant laws and regulations [1] - The board secretary is appointed by the chairman and serves as the designated liaison between the company and the Shenzhen Stock Exchange [1][2] Qualifications and Appointment Procedures - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - Individuals with certain disqualifying conditions, such as regulatory sanctions or recent administrative penalties, are prohibited from serving as board secretary [2] - The company must appoint a securities affairs representative to assist the board secretary in fulfilling their duties [2][3] Responsibilities and Authority - The board secretary is responsible for coordinating the company's information disclosure and investor relations management [5][6] - The board secretary has the authority to access financial and operational information and participate in relevant meetings [6][7] - The company must provide necessary support for the board secretary to perform their duties effectively [7] Miscellaneous Provisions - The guidelines will take effect upon approval by the company's board and will be revised as necessary [18][20]
凯尔达: 董事会秘书工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Points - The document outlines the responsibilities, qualifications, and operational guidelines for the Secretary of the Board of Directors at Hangzhou Kaierda Welding Robot Co., Ltd [1][2][3] Group 1: General Provisions - The purpose of the guidelines is to promote standardized operations within the company and clarify the responsibilities and authority of the Board Secretary [1] - The Board Secretary is a senior management position responsible for the company and the Board, ensuring compliance with laws and regulations [1] Group 2: Qualifications of the Board Secretary - The Board Secretary must possess good professional ethics, necessary financial, management, and legal knowledge, and relevant work experience [2] Group 3: Responsibilities of the Board Secretary - The main responsibilities include managing information disclosure, ensuring compliance with disclosure regulations, and maintaining investor relations [3][4] - The Board Secretary must coordinate communication between the company and regulatory bodies, shareholders, and other stakeholders [3][4] - The Secretary is also responsible for organizing board meetings, maintaining accurate records, and ensuring compliance with legal and regulatory requirements [3][4][5] Group 4: Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed by the Board, with specific conditions for dismissal outlined [4][5] - In case of vacancy, a designated individual must temporarily assume the Secretary's duties until a new appointment is made [6] Group 5: Legal Responsibilities - The Board Secretary has a duty of loyalty and diligence, adhering to laws and regulations, and is liable for any breaches that result in company losses [9][10] - Specific prohibited actions include misappropriating company assets, unauthorized disclosure of confidential information, and engaging in conflicts of interest [9][10]
曲美家居: 董事会秘书工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The document outlines the detailed regulations and responsibilities of the Board Secretary of Qu Mei Home Group Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations in managing the company's operations and information disclosure [1][2]. Group 1: General Provisions - The purpose of the regulations is to promote the standardized operation of the company and enhance the role of the Board Secretary [1]. - The regulations are based on the Company Law, Securities Law, and relevant listing rules [2]. Group 2: Qualifications and Responsibilities - The company appoints one Board Secretary who is a senior management personnel and serves as the designated contact person with the Shanghai Stock Exchange [4]. - The Board Secretary must possess necessary professional knowledge in finance, management, and law, and must not have any disqualifying conditions as specified in the listing rules [4][6]. - The Board Secretary is responsible for various duties including information disclosure, investor relations management, and organizing board and shareholder meetings [8][5]. Group 3: Work System - The Board Secretary must ensure timely preparation for shareholder meetings and board meetings, including notifying shareholders and verifying their qualifications [9]. - The Board Secretary is also responsible for maintaining accurate meeting records and ensuring compliance with legal and regulatory requirements [10][9]. Group 4: Appointment and Dismissal - The Board Secretary is nominated by the Chairman and appointed or dismissed by the Board [8]. - The company must provide sufficient reasons for dismissing the Board Secretary and must report the dismissal to the Shanghai Stock Exchange [8][9].
首药控股: 首药控股(北京)股份有限公司董事会秘书工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 10:06
General Provisions - The purpose of the guidelines is to standardize the operation of Shouyao Holdings (Beijing) Co., Ltd. and enhance the role of the board secretary [1] - The board secretary is a senior management position responsible for adhering to laws, regulations, and the company's articles of association [1] Appointment and Qualifications - The board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, and relevant work experience [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as board secretary [2][3] Responsibilities and Authority - The board secretary is responsible for information disclosure, managing investor relations, and ensuring compliance with relevant regulations [4][5] - The board secretary must provide consultation and advice for major decision-making and ensure adherence to procedures during board meetings [6][7] Legal Responsibilities - The board secretary has a duty of integrity and diligence, and must not misuse their position for personal gain or disclose company secrets [8][9] - Upon termination of their position, the board secretary must ensure proper handover of documents and responsibilities [9][10] Miscellaneous - The guidelines will take effect upon approval by the board and will be subject to amendments as necessary [11][12]
恒通股份: 恒通物流股份有限公司董事会秘书工作细则 (2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 09:20
Core Points - The document outlines the working rules for the Secretary of the Board of Hengtong Logistics Co., Ltd, aiming to promote standardized operations and enhance the role of the board secretary [1] - The board secretary is a senior management position responsible for legal obligations and enjoys corresponding rights and remuneration [1][2] - The document specifies the qualifications, appointment, responsibilities, and legal liabilities of the board secretary [2][6] Section 1: General Provisions - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, responsible for information disclosure [1] - The document is based on the Company Law and other relevant regulations, tailored to the company's actual situation [1] Section 2: Qualifications and Appointment - The board secretary must have at least a college degree and over three years of experience in secretarial, management, or equity affairs [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as board secretary [2][3] Section 3: Responsibilities - The board secretary is responsible for timely communication with regulatory bodies and managing information disclosure [4][5] - Duties include organizing board meetings, maintaining shareholder records, and ensuring compliance with securities laws [4][5][6] - The board secretary must provide consultation and advice for major decision-making processes within the board [5] Section 4: Legal Responsibilities - The board secretary has a duty of integrity and diligence, adhering to laws and regulations while protecting the company's interests [6][7] - Specific prohibitions include misappropriating company assets and disclosing confidential information [7][8] Section 5: Miscellaneous - The document stipulates that any unresolved matters should be handled according to the Company Law and relevant regulations [10] - The rules will take effect upon approval by the board of directors [10]
宝泰隆: 宝泰隆新材料股份有限公司董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-25 17:27
General Provisions - The purpose of the guidelines is to clarify the responsibilities and authority of the company secretary, ensuring effective performance in accordance with relevant regulations [1][2] - The company secretary is a senior management position responsible to the company and the board, required to perform duties faithfully and diligently [1][2] Appointment - The company must appoint a secretary within three months after the initial public offering or within three months after the previous secretary's departure [2] - Candidates for the secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a recognized secretary qualification certificate [2][3] Termination - The term of the company secretary is three years, ending with the current board's term [2] - The company must provide valid reasons for terminating the secretary, and the secretary has the right to report to the exchange if dismissed improperly [3][4] Responsibilities - The company secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining communication with the media [5][6] - The secretary assists in strengthening corporate governance, organizing board meetings, and establishing internal control systems [5][6] - The secretary manages investor relations and oversees shareholding matters, including maintaining shareholder records and ensuring compliance with trading regulations [5][6] Compliance and Training - The company secretary must ensure compliance with laws and regulations, provide training for board members and management, and alert them to any potential legal violations [6][8] - The company is required to facilitate the secretary's duties and provide necessary resources for effective performance [8][9] Miscellaneous - The guidelines will be interpreted and revised by the board, and any matters not covered will follow national laws and the company's articles of association [9]
汇通控股: 董事会秘书工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:48
Core Points - The document outlines the responsibilities and regulations governing the role of the board secretary at Hefei Huitong Holdings Co., Ltd, ensuring compliance with relevant laws and company regulations [1][2][3] Group 1: Responsibilities of the Board Secretary - The board secretary is responsible for managing information disclosure and ensuring compliance with legal and regulatory requirements [2][3] - The board secretary must assist the board in strengthening corporate governance mechanisms and managing investor relations [2][3] - The board secretary is tasked with overseeing share management and ensuring compliance with stock trading regulations [2][3] Group 2: Qualifications and Appointment - The board secretary must possess necessary professional knowledge in finance, management, and law, along with good ethical standards [1][2] - Individuals with certain disqualifying conditions, such as administrative penalties from regulatory bodies, cannot serve as board secretary [1][3] - The appointment of the board secretary requires a nomination by the chairman and approval by the board [1][2] Group 3: Operational Guidelines - The company must provide necessary conditions for the board secretary to perform their duties effectively [3][4] - The board secretary has the right to access financial and operational information and participate in relevant meetings [3][4] - In the event of a vacancy, the board must appoint an interim secretary and notify the Shanghai Stock Exchange [4]