高测股份: 董事会议事规则

Core Points - The article outlines the governance structure and operational procedures of Qingdao High Test Technology Co., Ltd.'s board of directors, emphasizing the importance of efficient decision-making and compliance with relevant laws and regulations [1][4][11]. Group 1: Board Composition and Responsibilities - The board consists of nine directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][4]. - The board is responsible for managing the company's assets and reporting to the shareholders' meeting, executing resolutions, and making key decisions regarding business plans and investments [1][7][8]. Group 2: Decision-Making Procedures - The board must establish strict review and decision-making processes for external investments, asset sales, and related transactions, requiring expert evaluations for significant projects [1][8]. - Transactions that meet certain thresholds, such as involving assets over 10% of total assets or profits exceeding 10% of net profit, must be approved by the board [1][9][10]. Group 3: Meeting Protocols - The board is required to hold at least two meetings annually, with specific protocols for notifying members and handling changes to meeting agendas [1][19][20]. - Decisions are made through a voting process, requiring a majority of directors present, and must be documented accurately in meeting records [1][28][41]. Group 4: Director Qualifications and Duties - Directors must meet specific qualifications, including not having a criminal record or being subject to disqualification by regulatory authorities [12][13]. - Directors have fiduciary duties to act in the best interest of the company, avoiding conflicts of interest and ensuring diligent performance of their responsibilities [15][16][18].