海量数据: 海量数据董事会议事规则

Core Points - The document outlines the rules governing the board of directors of Beijing Haoliang Data Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Group 1: General Principles - The rules are established to ensure the board of directors operates effectively and in compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Directors are required to adhere to legal obligations and the company's articles of association, fulfilling their duties with loyalty and diligence [2] Group 2: Composition and Authority of the Board - The board consists of 7 directors, including a chairman and potentially a vice-chairman, with one employee representative [2] - The board has the authority to convene shareholder meetings, execute resolutions, determine operational plans, and make significant financial decisions, including profit distribution and capital changes [6][3] Group 3: Committees and Decision-Making - The board has established specialized committees, such as the Nomination Committee and Audit Committee, which are responsible for specific governance functions [2] - Decisions regarding major transactions, investments, and related party transactions require a collective decision-making process, ensuring that no individual director can unilaterally make significant decisions [3][4] Group 4: Meeting Procedures - The board is required to hold at least two regular meetings annually, with specific procedures for calling and notifying directors about meetings [7][8] - A quorum for meetings is established as a majority of directors, and resolutions require a majority vote to pass [10][20] Group 5: Voting and Record-Keeping - Directors must personally attend meetings or provide written authorization for another director to vote on their behalf, with specific rules governing proxy voting [10][11] - Meeting minutes must be recorded, detailing attendance, discussions, and voting outcomes, ensuring transparency and accountability [40][41] Group 6: Amendments and Compliance - The rules can be amended by the board and require approval from the shareholders, ensuring that governance practices remain aligned with legal standards [49][50] - Any inconsistencies between these rules and applicable laws will defer to the legal provisions, maintaining compliance with national regulations [48]