精智达: 董事会议事规则

Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Shenzhen Jingzhida Technology Co., Ltd, emphasizing the importance of compliance with laws and the company's charter to ensure effective governance and decision-making processes. Group 1: General Principles - The rules aim to clarify the responsibilities and decision-making processes of the board of directors, ensuring compliance with relevant laws and fair treatment of all shareholders [1][2] - The board is responsible for adhering to legal and regulatory requirements while considering the interests of all stakeholders [1][2] Group 2: Board Composition - The board consists of 9 directors, including 3 independent directors and 1 employee representative, with a chairman elected by a majority of the board [2] - The board is supported by a secretary responsible for preparing meetings and managing documentation [2][3] Group 3: Proposals and Meetings - Shareholders holding more than 1% of shares, board members, and the audit committee can propose agenda items for board meetings [3][4] - Proposals must align with legal requirements and the board's responsibilities, and must be submitted in advance for consideration [3][4] Group 4: Meeting Procedures - The board must hold at least two meetings annually, with provisions for special meetings under certain conditions [5][6] - Meeting notifications must be sent out in advance, detailing the agenda and relevant materials [6][7] Group 5: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [8][12] - Specific rules govern the voting process, including provisions for conflicts of interest and the need for independent directors to participate in certain decisions [12][13] Group 6: Record Keeping and Accountability - Detailed records of meetings, including attendance and voting outcomes, must be maintained for a minimum of 10 years [16][17] - Directors are accountable for their decisions, and any violations of laws or regulations may result in liability [17][18] Group 7: Amendments and Compliance - The rules must be revised in response to changes in laws or the company's charter, ensuring ongoing compliance [18][19] - The board is responsible for interpreting these rules and ensuring they align with legal standards [19]