Gold Mantis(SZ:002081) Zheng Quan Zhi Xing·2025-07-11 16:25Core Points - The document outlines the rules governing the board of directors of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aimed at enhancing decision-making efficiency and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [1][2] Group 2: Board Composition and Responsibilities - Directors are elected for a term of three years, with the possibility of re-election [1][2] - The board has various responsibilities, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [6][7] Group 3: Board Meetings - The board must hold at least two regular meetings annually, with proper notice given to all directors [14][15] - A temporary meeting can be called upon request from shareholders or directors, with specific notice requirements [16][17] Group 4: Voting and Decision-Making - Board meetings require a majority of directors to be present for decisions to be valid, and resolutions must be passed by a majority vote [19][20] - Directors must disclose any conflicts of interest and cannot vote on matters where they have a personal stake [10][11] Group 5: Committees - The board establishes specialized committees, including an audit committee and a strategic committee, to assist in governance [10][11] - Each committee's proposals must be submitted to the board for approval [10][11] Group 6: Documentation and Accountability - Meeting minutes must be recorded and signed by attendees, and directors are responsible for the resolutions passed [30][31] - The board secretary is responsible for managing documentation and ensuring compliance with disclosure requirements [5][12]