汇中股份: 汇中股份董事会议事规则

General Principles - The rules are established to standardize the decision-making behavior of the board of directors of Huizhong Instrument Co., Ltd., ensuring legality, scientific basis, and institutionalization of decisions [1] - The board of directors is accountable to the shareholders' meeting and exercises decision-making authority within the scope granted by the Company Law and the company's articles of association [1] - The board meetings are categorized into regular and temporary meetings, with a minimum of two meetings held annually [1] Meeting Notification - For regular meetings, the board secretary must notify participants in writing at least ten working days in advance [2] - For temporary meetings, notification must be given at least one day prior, unless there are urgent matters, in which case notification can be made via phone or fax [2] - Directors must attend meetings in person or delegate another director to attend; failure to do so may result in the forfeiture of voting rights [2] Voting Procedures - Decisions require a majority vote from all directors, with specific requirements for external guarantee matters needing two-thirds approval [3] - Directors must express clear voting opinions on all discussed matters, and various communication methods can be used for temporary meetings [3] - Directors are responsible for the board's resolutions, and those who violate laws or regulations may be held liable for damages [3] Meeting Records - A designated person must record meeting details, including time, location, attendees, agenda, and voting results [7] - Meeting records must be signed by attendees and cannot be modified; corrections must be made immediately by the individuals involved [7] - Records are to be preserved for a minimum of ten years [8] Board Authority - During recess, the chairman exercises the powers granted by the board, while the general manager acts according to the company's articles of association [8] - The rules are subject to national laws and the company's articles of association for any matters not covered [9] - The rules take effect upon approval by the shareholders' meeting [9]