雅本化学: 董事会议事规则（2025年6月）

General Provisions - The rules aim to standardize the board's decision-making processes and enhance the board's operational efficiency and decision-making quality [2][3] - The company has established a board of directors responsible to the shareholders' meeting [2] General Regulations for Directors - Directors must be natural persons and cannot serve if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [3][4] - Directors are elected by the shareholders' meeting for a term of three years, with the possibility of re-election [4][5] Board of Directors' Powers - The board has the authority to convene shareholders' meetings, execute resolutions, and decide on the company's operational plans and investment proposals [15] - The board must establish strict review and decision-making procedures for external investments, asset sales, and related transactions [10][11] Board Meetings - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [22] - A quorum for board meetings requires the presence of more than half of the directors [29] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific provisions for related party transactions requiring independent director approval [36][19] - Directors must avoid conflicts of interest and disclose any relevant relationships before voting on proposals [19] Documentation and Record-Keeping - Meeting records must include details such as the time, location, attendees, and decisions made, and must be kept for at least ten years [40][47] - The board's resolutions must be reported to the Shenzhen Stock Exchange and disclosed to shareholders as required [45] Amendments and Effectiveness - The rules will take effect upon approval by the shareholders' meeting, and previous rules will be invalidated [51][52]