宏和科技: 宏和科技董事会议事规则

General Principles - The purpose of the rules is to standardize the decision-making process of the board of directors and improve work efficiency and scientific decision-making levels [2] - The board of directors is the decision-making body responsible for the company's development goals and major operational activities [2] Board Powers - The board has the authority to convene shareholder meetings and report work to shareholders [6] - It decides on the company's operational plans, investment schemes, profit distribution plans, and loss compensation plans [6] - The board is responsible for major acquisitions, stock repurchases, mergers, and changes in company structure [6] Board Committees - The board establishes specialized committees such as the Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [3] - Independent directors must constitute the majority in the Audit, Nomination, and Compensation Committees [3] Chairman's Powers - The chairman presides over shareholder meetings and board meetings, supervises the execution of board resolutions, and has other powers granted by the board [8] Meeting Procedures - The board must hold at least two regular meetings each year [11] - Notice for regular meetings must be sent 10 days in advance, while temporary meetings can be called within 5 days [12][13] - A quorum requires the presence of more than half of the directors [18] Voting and Decision-Making - Resolutions require approval from more than half of the directors present [27] - Directors must avoid conflicts of interest and may need to abstain from voting on related matters [28] Record Keeping - Meeting records must include the date, location, attendees, agenda, and voting results [34] - The board secretary is responsible for maintaining meeting archives for ten years [39] Amendments and Effectiveness - The rules can be amended based on changes in actual circumstances and require approval from the board and shareholders [42][43]