Group 1 - The purpose of the rules is to standardize the decision-making process of the board of directors of Dazhong Mining Co., Ltd. and enhance its operational efficiency [1] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [3] - The chairman and vice-chairman of the board are elected by a majority of the directors [3] Group 2 - The board has the authority to convene shareholder meetings and report on its work [2] - It is responsible for executing shareholder resolutions and determining the company's operational plans and investment proposals [2] - The board must explain any non-standard audit opinions issued by the registered accountant to the shareholders [3] Group 3 - The board must establish strict review and decision-making procedures for external investments, asset acquisitions, and other significant transactions [3] - Major transactions must be approved by the board and disclosed in a timely manner [4] - Specific thresholds for board approval of transactions are set, including asset total exceeding 10% of the latest audited total assets [4][5] Group 4 - The board must hold at least two regular meetings annually, with the chairman responsible for convening them [6] - Special meetings can be called under certain conditions, such as proposals from shareholders holding more than 10% of voting rights [7] - Meeting notifications must be sent out at least 10 days in advance for regular meetings [8] Group 5 - A quorum for board meetings requires the presence of more than half of the directors [18] - Decisions must be made by a majority vote of the directors present [18] - Directors can delegate their voting rights to other directors, but independent directors cannot delegate to non-independent directors [19] Group 6 - Meeting records must include details such as the date, attendees, agenda, and voting results [33] - The board's resolutions must be announced in accordance with legal requirements [37] - The board chair and vice-chair are responsible for ensuring the implementation of board resolutions [38]
大中矿业: 董事会议事规则