Core Points - The document outlines the rules for the board of directors of Shanghai Tianchen Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2] - It specifies the structure and responsibilities of the board office, including the role of the board secretary [2][3] - The rules detail the procedures for regular and temporary meetings, including proposal submission and meeting notifications [4][5][6] Group 1: Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [4] - Temporary meetings can be called under specific circumstances, such as shareholder proposals or requests from the board chairman [5][6] - Proposals for meetings must be submitted in writing and include specific details such as the proposer’s contact information [6][7] Group 2: Meeting Notifications - Notifications for regular meetings must be sent ten days in advance, while temporary meetings require five days' notice [8][9] - Changes to meeting details must be communicated at least three days prior to the meeting [10] - The board must ensure that all directors receive adequate materials before the meeting [9][10] Group 3: Voting and Decision-Making - A quorum requires the presence of more than half of the directors [11] - Voting is conducted by a show of hands or written ballot, with options for approval, disapproval, or abstention [9][12] - Decisions require a majority vote unless specified otherwise by law or company regulations [10][11] Group 4: Documentation and Record-Keeping - Meetings must be recorded, and minutes should accurately reflect discussions and decisions made [12][13] - All meeting records must be preserved for at least ten years [14] - The board secretary is responsible for maintaining all documentation related to board meetings [14]
天宸股份: 上海市天宸股份有限公司董事会议事规则(2025年修订)