Core Points - The document outlines the rules and regulations governing the board of directors of Shuangle Pigment Co., Ltd, emphasizing the importance of proper governance and the responsibilities of the board [1][15] - The board consists of 9 directors, including one employee representative and independent directors, with specific powers and responsibilities defined [2][3] - The board is responsible for major decisions such as operational plans, profit distribution, capital changes, and significant acquisitions [2][3] Group 1 - The board must establish strict review and decision-making procedures for external investments, asset sales, and other significant transactions [2] - Major investment projects require expert evaluation and shareholder approval [2][3] - The board's specific review authority includes financial assistance and guarantees, which must be disclosed promptly [2][3] Group 2 - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying all directors [4][5] - Shareholders and directors can propose temporary meetings, which must be convened within ten days of the proposal [4][5] - Meeting notifications must include detailed information about the proposals and the meeting logistics [5][6] Group 3 - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority [12][26] - Directors must attend meetings in person or delegate their voting rights appropriately, with specific rules for related party transactions [8][12] - Meeting records must be maintained, detailing attendance, discussions, and voting outcomes [29][30] Group 4 - The board is responsible for ensuring the implementation of its resolutions and must report on the execution status in subsequent meetings [14][34] - The rules are subject to legal and regulatory compliance, and any conflicts with existing laws will defer to those laws [38][39] - The rules will take effect upon approval by the company's shareholders [40]
双乐股份: 董事会议事规则