华昌化工: 董事会议事规则【2025年7月】

Core Points - The document outlines the rules governing the board of directors of Jiangsu Huachang Chemical Co., Ltd, ensuring compliance with relevant laws and regulations [2][3] - The board is responsible for making decisions that align with shareholder resolutions and improving operational efficiency [2][3] Group 1: General Provisions - The rules are established to standardize the behavior of the board and ensure the lawful exercise of shareholder rights [2] - The board must operate strictly according to laws, regulations, and the company's articles of association [2][3] - The board has the authority to exercise its powers within the limits set by the law and the company's articles [2][3] Group 2: Board Meetings - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [3] - Shareholders holding more than 10% of voting rights or one-third of the directors can propose a temporary board meeting [3] - The notice for a temporary meeting must be sent at least five days in advance [3] Group 3: Proposals and Notifications - The board office must gather opinions from directors before finalizing meeting proposals [4] - Proposals must include clear topics and comply with legal and regulatory requirements [4][5] - Meeting notifications must contain essential details such as the proposer’s name, reasons for the proposal, and meeting logistics [5] Group 4: Meeting Procedures - A quorum requires the presence of more than half of the directors [6] - Directors with conflicts of interest must report their relationships and cannot vote on related matters [6][10] - Meetings can be held in person or through electronic means, ensuring all directors can express their opinions [6][8] Group 5: Voting and Resolutions - Voting is conducted on a one-person-one-vote basis, with outcomes requiring a majority of directors present [9][21] - Directors must avoid voting on proposals where they have a conflict of interest [10][22] - Meeting records must be maintained, including attendance, agenda, and voting results [10][26] Group 6: Implementation and Record Keeping - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status in future meetings [12] - Meeting archives must be kept for ten years, including all relevant documentation [12]