General Provisions - The rules are established to standardize the decision-making process of the board of directors of Beijing Huaru Technology Co., Ltd. and enhance its operational efficiency [1][2] - The board is responsible to the shareholders' meeting and consists of 6 directors, including 2 independent directors [2][3] Board Composition and Powers - The board has the authority to convene shareholder meetings, execute resolutions, and decide on business plans and investment proposals [2][3] - Directors serve a term of three years and can be re-elected, with provisions for replacement in case of resignation or other reasons [2][3] Chairman of the Board - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [4][5] - The chairman has special powers in emergencies and must report to the board afterward [5][6] Board Meetings - The board must hold at least one regular meeting in each half of the year, with provisions for temporary meetings under specific circumstances [7][8] - Meeting notifications must be sent out in advance, with specific timelines for regular and temporary meetings [8][9] Voting and Resolutions - Decisions require a majority vote from the directors present, with specific rules for related-party transactions to ensure impartiality [17][18] - The board must adhere to the authority granted by the shareholders' meeting and cannot exceed its powers [18][19] Documentation and Record Keeping - The board secretary is responsible for maintaining accurate records of meetings, including attendance, discussions, and resolutions [47][48] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [49][50] Amendments and Compliance - The rules are subject to amendments proposed by the board and require approval from the shareholders' meeting [55][56] - In case of inconsistencies with laws or regulations, the latter will take precedence [56]
华如科技: 董事会议事规则（2025年6月）