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云天励飞: 董事会议事规则(草案)

Core Points - The document outlines the rules for the board of directors of Shenzhen Yuntian Lifeng Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and ensure effective governance [1][2][3] Group 1: General Provisions - The board of directors is established according to the law and is responsible for making operational decisions for the company [1] - The rules are applicable to all directors, the board secretary, and other relevant personnel [1] Group 2: Meeting Convening, Proposals, and Notifications - The board must hold at least four regular meetings annually, with written notice sent to all directors 14 days in advance [2] - Temporary meetings can be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [2][3] - Proposals for temporary meetings must be submitted in writing and include relevant materials [2][3] Group 3: Meeting Procedures - Meetings can be held in person or via electronic means, ensuring all directors can communicate effectively [5][6] - A quorum requires the presence of more than half of the directors [6] - Directors must report any conflicts of interest and cannot vote on matters related to their interests [6][7] Group 4: Voting and Resolutions - Resolutions are passed by a majority of directors present, with specific rules for different types of decisions [12][13] - Independent directors must provide reasons for dissenting votes, which will be disclosed in the meeting records [11][12] Group 5: Announcement and Execution of Resolutions - The board secretary is responsible for announcing resolutions in accordance with regulatory requirements [35] - The chairman must ensure the implementation of board resolutions and report on their status in future meetings [36] Group 6: Miscellaneous Provisions - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders [40][42] - Any unresolved matters will be governed by relevant laws and regulations [37]