福莱新材: 董事会议事规则

General Provisions - The company establishes rules to ensure the board of directors operates within legal frameworks and company bylaws [1] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] - Directors' terms are calculated from their appointment until the current board's term ends [1] Composition and Powers of the Board - The board consists of eight directors, including three independent directors and one employee representative [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on business plans and investment proposals [2][3] - The board must establish strict review and decision-making procedures for external investments and significant transactions [2][4] Decision-Making Standards - Certain transactions must be submitted to the board for review if they exceed specified thresholds, such as 10% of total assets or net assets [4][5] - Transactions involving over 50% of total assets or net assets must be submitted to the shareholders' meeting for approval [4][5] Chairman's Powers - The chairman is responsible for convening and presiding over meetings and ensuring the execution of board resolutions [8] - The chairman has the authority to approve donations up to 1 million RMB without board approval [8] Meeting Procedures - The board must meet at least twice a year, with meetings called by the chairman [9] - Special meetings can be called under specific circumstances, such as shareholder or director requests [9][10] - Meeting notifications must include date, location, agenda, and other relevant details [9] Voting and Resolutions - A quorum requires more than half of the directors to be present, and resolutions must be passed by a majority [12] - Independent directors must exercise their powers according to relevant laws and regulations [13] - Meeting records must be maintained for at least ten years, including details of attendees and resolutions passed [14][15]