The secretary of the board of directors has been recognized by relevant laws and regulations in China, which originated from the Special Provisions on the Issuance and Listing of Overseas Shares of Joint Stock Limited Companies (1994) formulated by the State Council in accordance with Article 85 and Article 155 of the Company Law. Article 15 of the Regulations clearly defines the secretary of the board of directors as a senior manager of the company. Then, the Articles of Association of Overseas Listed Companies (1994) promulgated by the State Council Securities Commission and National Economic System Reform Commission, and the Articles of Association of Listed Companies (1997) promulgated by China Securities Regulatory Commission further reiterated that the secretary of the board of directors belongs to the senior management of the company. In particular, the relevant chapters in the Listing Rules of Shanghai Stock Exchange (20 12) and the Listing Rules of Shenzhen Stock Exchange (20 12) clearly stipulate the position of the secretary of the board of directors, requiring that "a listed company shall set up a secretary of the board of directors, who shall be held by senior managers of the listed company and be responsible to the board of directors" and stipulate the corresponding responsibilities and functions.
Listing Rules of Shenzhen Stock Exchange (20 12)
Section 2 Secretary of the Board of Directors
3.2. 1 The company establishes an information disclosure department, which is managed by the secretary of the board of directors.
3.2.2 The secretary of the board of directors shall be responsible to the listed company and the board of directors and perform the following duties:
(1) To be responsible for the company's information disclosure affairs, coordinate the company's information disclosure work, organize the formulation of the company's information disclosure affairs management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions on information disclosure;
(2) Responsible for investor relations management and shareholder information management of the company, and coordinating information communication between the company and securities regulatory agencies, shareholders and actual controllers, sponsors, securities service agencies and media;
(3) Organizing the preparation of the board of directors and the shareholders' meeting, and attending the shareholders' meeting, the board of directors, the board of supervisors and relevant senior management meetings.
Be responsible for the minutes of board meetings and sign them;
(4) Be responsible for the confidentiality of the company's information disclosure.
, in the event of undisclosed major information, report to the exchange in a timely manner and make an announcement;
(5) Pay attention to media reports and actively verify the real situation, and urge the board of directors to reply to all inquiries of the Exchange in a timely manner;
(6) Organizing directors, supervisors and senior managers to conduct training on securities laws and regulations, these Rules and relevant provisions, and assisting the above-mentioned personnel to understand their respective rights and obligations in information disclosure.
(7) To urge directors, supervisors and senior managers to abide by laws, regulations, rules, normative documents, these Rules, other relevant provisions of this Exchange and the Articles of Association, and earnestly fulfill their commitments; When it is known that the company has made or may make a resolution that violates the relevant provisions, it shall remind it of it and report it to the Exchange truthfully immediately;
(8) Other duties required by the Company Law, the Securities Law, the China Securities Regulatory Commission and the Exchange.
3.2.3 A listed company shall provide convenience for the secretary of the board of directors to perform his duties, and directors, supervisors, financial personnel and other senior management personnel and relevant personnel of the company shall support and cooperate with the secretary of the board of directors in information disclosure. In order to perform his duties, the secretary of the board of directors has the right to know the financial and operating conditions of the company. The secretary of the board of directors may directly report to the exchange when he is improperly hindered or seriously hindered in performing his duties.
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3.2.4 The secretary of the board of directors shall have the professional knowledge of finance, management and law necessary to perform his duties, have good professional ethics and personal morality, and obtain the qualification certificate of the secretary of the board of directors issued by this Exchange. A person under any of the following circumstances may not serve as the secretary of the board of directors of a listed company:
(1) Under any of the circumstances specified in Article 147 of the Company Law.
(2) It has been subject to administrative punishment by the China Securities Regulatory Commission for less than three years;
(3) Being publicly condemned by the stock exchange or being denounced by informed criticism for more than three times;
(4) The current supervisor of the company;
(5) Other circumstances that the Exchange considers unsuitable to be the secretary of the board of directors.
3.2.5 A listed company shall appoint the secretary of the board of directors within three months after the initial public offering of shares or within three months after the former secretary of the board of directors leaves office.
3.2.6 A listed company shall submit the relevant materials of the Secretary of the Board of Directors to this Exchange five trading days before the proposed meeting of the Secretary of the Board of Directors is held. If the firm does not raise any objection within five trading days from the date of receiving the relevant materials, the board of directors may appoint it.
3.2.7 Before appointing the secretary of the board of directors, a listed company shall submit the following materials to this Exchange:
(1) Letter of recommendation from the board of directors, including the description, position, work performance and personal morality of the recommended person who meets the post qualifications of these Rules;
(2) Resume and academic credentials of the recommender (photocopy);
(3) Qualification certificate of the secretary of the board of directors obtained by the recommended person (copy).
3.2.8 When a listed company appoints the secretary of the board of directors, it shall also appoint a securities representative to assist the secretary of the board of directors in performing his duties. When the secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. Representatives of securities affairs shall participate in the qualification training of the secretary of the board of directors organized by this Exchange and obtain the qualification of the secretary of the board of directors.
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3.2.9 After the board of directors of a listed company formally appoints the secretary of the board of directors and the representative of securities affairs, it shall make a timely announcement and submit the following materials to this Exchange:
(a) the appointment letter of the secretary of the board of directors and the securities affairs representative or the relevant resolutions of the board of directors;
(2) Communication methods of the secretary of the board of directors and the securities affairs representative, including office phone, home phone, mobile phone, fax, mailing address and special e-mail address, etc. ;
(3) The communication method of the chairman of the company, including office phone, mobile phone, fax, mailing address and special e-mail address, etc.
When the above communication information changes, the company shall submit the changed information to the Exchange in time.
3.2. 10 A listed company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss him without reason.
3.2. 1 1 If the secretary of the board of directors is under any of the following circumstances, the listed company shall dismiss the secretary of the board of directors within one month from the date of the fact:
(1) Under any of the circumstances specified in Article 3.2.4 of these Rules;
(two) unable to perform their duties for more than three consecutive months;
(three) there are major mistakes or omissions in performing their duties, which have caused great losses to investors.
(4) Violating laws, administrative regulations, departmental rules, normative documents, these Rules, other relevant provisions of this Exchange or the Articles of Association, causing heavy losses to investors.
3.2. 12 When hiring the secretary of the board of directors, a listed company shall sign a confidentiality agreement with him, requiring him to promise to continue to perform his confidentiality obligations during his tenure and after leaving office until the relevant information is disclosed, except for information related to the company's illegal activities. Before leaving his post, the secretary of the board of directors shall accept the resignation review of the board of directors and the board of supervisors, and hand over relevant files and documents, matters being processed or to be processed under the supervision of the board of supervisors of the company.
3.2. 13 During the vacancy of the secretary of the board of directors of a listed company, the board of directors shall designate a director or senior management to act as the secretary of the board of directors, and report to this Exchange for the record, and at the same time, determine the candidate for the secretary of the board of directors as soon as possible. Before the company appoints a person as the secretary of the board of directors, the chairman of the board will be the secretary of the board of directors. After the vacancy period of the secretary of the board of directors exceeds three months, the chairman will act as the secretary of the board of directors until the company formally appoints the secretary of the board of directors.
3.2. 14 A listed company shall ensure that the secretary of the board of directors participates in the follow-up training of the secretary of the board of directors organized by the Institute as required during his tenure.
3.2. 15 When a listed company performs its information disclosure obligations, it shall designate the secretary of the board of directors, the securities affairs representative or the person who serves as the secretary of the board of directors as stipulated in Article 3.2. 13 of these Rules to be responsible for contacting this Exchange for information disclosure and equity management.
Listing Rules of Shanghai Stock Exchange (20 12)
the first paragraph
3.2. 1 A listed company shall set up a secretary of the board of directors as the designated contact person between the company and the Exchange.
The company shall set up an information disclosure department managed by the secretary of the board of directors.
3.2.2 The secretary of the board of directors shall be responsible to the listed company and the board of directors and perform the following duties:
(1) To be responsible for the company's information disclosure, coordinate the company's information disclosure affairs, organize the formulation of the company's information disclosure affairs management system, and urge the company and relevant information disclosure obligors to abide by the relevant provisions on information disclosure;
(2) Managing investor relations and coordinating information communication between the company and securities regulatory agencies, investors, securities service agencies and the media;
(3) Organizing and preparing meetings of the board of directors and shareholders' general meeting, and attending meetings of shareholders' general meeting, board of directors, board of supervisors and relevant senior management personnel,
Be responsible for the minutes of board meetings and sign them;
(4) Be responsible for the confidentiality of the company's information disclosure.
, in the case of major undisclosed information disclosure, report and disclose to the exchange in a timely manner;
(5) Pay attention to the media reports and take the initiative to verify the authenticity of the reports, and urge the board of directors of the company to reply to the inquiries of the Exchange in a timely manner;
(6) Organizing directors, supervisors and senior management personnel of the company to receive training in relevant laws, administrative regulations, these rules and relevant provisions, and assisting the above-mentioned personnel to understand their respective responsibilities in information disclosure;
(7) When it is known that the directors, supervisors and senior managers of the company violate laws, administrative regulations, departmental rules, other normative documents, these Rules, other provisions of this Exchange and the articles of association of the company, or the company has made or may make a decision that violates the relevant provisions, it shall remind the relevant personnel and report to this Exchange immediately;
(VIII) Responsible for the management of the company's equity, keeping the information of the company's directors, supervisors, senior management personnel, controlling shareholders and their directors, supervisors and senior management personnel holding the company's shares, and being responsible for disclosing the shareholding changes of the company's directors, supervisors and senior management personnel;
(9) Other duties required by the Company Law, the China Securities Regulatory Commission and the Exchange.
3.2.3 A listed company shall provide convenience for the secretary of the board of directors to perform his duties, and directors, supervisors, financial personnel, other senior management personnel and relevant staff shall support and cooperate with the work of the secretary of the board of directors.
In order to perform his duties, the secretary of the board of directors has the right to know the company's financial and operating conditions, attend relevant meetings involving information disclosure as nonvoting delegates, consult all documents involving information disclosure, and ask relevant departments and personnel of the company to provide relevant information in time.
When the secretary of the board of directors is improperly hindered or seriously hindered in performing his duties, he can report directly to the exchange.
3.2.4 The secretary of the board of directors shall have professional knowledge in finance, management and law. It is necessary to perform duties, have good professional ethics and personal qualities, and obtain the training certificate of the secretary of the board of directors issued by the firm. A person under any of the following circumstances may not serve as the secretary of the board of directors:
(1) Under any of the circumstances specified in Article 147 of the Company Law.
(2) Being punished by the China Securities Regulatory Commission.
(3) Being publicly condemned by the stock exchange or informed criticism for more than three times;
(4) The current supervisor of the company;
(5) Other circumstances that the Exchange considers unsuitable to be the secretary of the board of directors.
3.2.5 A listed company shall appoint the secretary of the board of directors within three months after the initial public offering of shares, or within three months after the former secretary of the board of directors leaves office.
3.2.6 A listed company shall submit the following materials to this Exchange five trading days before the board meeting to appoint the secretary of the board of directors:
(1) Letter of recommendation from the board of directors, including the qualifications of the recommended person (candidate), the current position and the description of the work performance of the secretary of the board of directors as stipulated in these Rules;
(2) A copy of the candidate's resume and academic credentials;
(3) A copy of the training certificate for the secretary of the board of directors issued by the exchange obtained by the candidate.
If the firm has no objection to the qualifications of the candidates for the post of secretary of the board of directors, the company may convene a meeting of the board of directors to appoint the secretary of the board of directors.
3.2.7 The board of directors of a listed company shall designate a securities representative to assist the secretary of the board to perform his duties. When the secretary of the board of directors is unable to perform his duties or is authorized by the secretary of the board of directors, the securities affairs representative shall perform his duties on his behalf. During this period, the secretary of the board of directors does not exempt the company's information disclosure firm from its responsibilities.
The securities affairs representative shall obtain the training certificate of the secretary of the board of directors issued by this Exchange.
3.2.8 After the board of directors of a listed company appoints the secretary of the board of directors and the representative of securities affairs, it shall make a timely announcement and submit the following materials to this Exchange:
(a) the appointment letter of the secretary of the board of directors and the securities affairs representative or the relevant resolutions of the board of directors;
(2) Communication methods of the secretary of the board of directors and the securities affairs representative, including office phone, home phone, mobile phone, fax, mailing address and special e-mail address, etc. ;
(3) Communication methods of the legal representative of the company, including office phone, mobile phone, fax, mailing address and special e-mail address, etc.
When the above communication methods are changed, the company shall submit the changed materials to the Exchange in time.
3.2.9 A listed company shall have sufficient reasons for dismissing the secretary of the board of directors, and shall not dismiss him without reason.
When the secretary of the board of directors is dismissed or resigned, the company shall report to the exchange in time, explain the reasons and make an announcement.
The secretary of the board of directors has the right to submit a personal statement report to the firm in case of improper dismissal or resignation by the company.
3.2. 10 If the secretary of the board of directors is under any of the following circumstances, the listed company shall dismiss him within one month from the date of occurrence of relevant facts:
(1) Any of the circumstances specified in Article 3.2.4;
(two) unable to perform their duties for more than three consecutive months;
(three) there are major mistakes or omissions in performing their duties, which have caused great losses to investors.
(4) Violating laws, administrative regulations, departmental rules, other normative documents, these Rules, other provisions of this Exchange and the Articles of Association, causing heavy losses to investors.
3.2. 1 1 When a listed company hires a secretary of the board of directors, it shall sign a confidentiality agreement with him, requiring the secretary of the board of directors to promise to continue to perform the confidentiality obligation during his tenure and after leaving office until the relevant information is disclosed, but the information related to the company's illegal acts does not fall within the above-mentioned scope.
Before leaving office, the secretary of the board of directors shall accept the resignation review of the board of directors and the board of supervisors, and hand over relevant files, matters being handled and other outstanding matters under the supervision of the board of supervisors.
3.2. 12 After being dismissed or resigned, the secretary of the board of directors shall still assume the duties of the secretary of the board of directors before fulfilling the obligations of reporting and announcement, or before completing the procedures of resignation review and file transfer.
3.2. 13 During the vacancy of the secretary of the board of directors, the listed company shall appoint a director or senior manager to act as the secretary of the board of directors in time, and report to this Exchange for the record, and at the same time determine the candidate for the secretary of the board of directors as soon as possible. Before the company appoints a person to be the secretary of the board of directors, the legal representative of the company shall be the secretary of the board of directors.
If the secretary of the board of directors is vacant for more than three months, the legal representative of the company will act as the secretary of the board of directors until the company hires a new secretary of the board of directors.
3.2. 15 The Firm accepts the information disclosure and equity management affairs handled by the secretary of the board of directors, the person who serves as the secretary of the board of directors as stipulated in Article 3.2. 13 or the securities affairs representative in the name of the listed company.