科思科技: 董事会议事规则

Core Points - The article outlines the governance structure and decision-making processes of Shenzhen Kesi Technology Co., Ltd.'s board of directors, emphasizing the need for compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 7 directors, including a chairman elected by a majority of the board members, with independent directors making up at least one-third of the board [1][2] - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and determine the company's operational plans and investment strategies [2][3] - The board is responsible for formulating annual financial budgets, profit distribution plans, and significant corporate actions such as mergers and acquisitions [2][3][4] Group 2: Decision-Making Authority - The board has specific investment and decision-making powers, including transactions involving assets that exceed 10% of the company's total audited assets or market value [3][4] - Transactions that generate profits or involve net profits exceeding 10% of the company's audited net profit must be approved by the board [4][5] - The board must establish review and decision-making procedures for significant external investments and related transactions [5] Group 3: Meeting Procedures - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [6][7] - Special meetings can be called under specific circumstances, such as requests from shareholders or directors [7][8] - Meeting notifications must include essential details such as the agenda, date, and location, and must be communicated in advance to all board members [9][10] Group 4: Voting and Resolutions - A quorum of more than half of the directors is required for meetings to proceed, and resolutions must be passed by a majority of the directors present [13][14] - Directors must personally attend meetings or provide written authorization for another director to represent them [14][15] - The board's decisions must adhere to the company's articles of association and relevant laws, ensuring that no decisions exceed the board's authority [32][33]