赛微微电: 董事会议事规则

Core Points - The document outlines the rules and procedures for the board of directors of Guangdong Saiwei Microelectronics Co., Ltd, aiming to enhance governance and decision-making efficiency [3][39]. - It specifies the responsibilities of the chairman and the board office, including the process for convening meetings and handling proposals [2][3][4]. Group 1: Meeting Procedures - The chairman must convene a board meeting within 10 days of receiving a proposal [2]. - Regular meetings should be held at least twice a year, while special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [3][4]. - Meeting notifications must be sent out in advance, with specific timelines for regular (10 days) and special meetings (5 days) [2][3]. Group 2: Proposal Handling - Proposals for meetings must be submitted in writing, detailing the proposer’s identity, reasons, and specific agenda items [3][5]. - The board office is responsible for collecting and forwarding proposals to the chairman, who can request clarifications if necessary [3][6]. Group 3: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions must be approved by a majority [11][16]. - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [12][29]. - In cases of conflict of interest, affected directors must abstain from voting [23][24]. Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendees, agenda items, and voting results, and must be signed by the directors [37][39]. - The board office is responsible for maintaining meeting archives for at least 10 years [43][44].