Core Points - The document outlines the rules for the board of directors of Sikan Technology (Hangzhou) Co., Ltd., aiming to standardize meeting procedures and decision-making processes to enhance the board's operational efficiency and decision-making quality [1][15] Group 1: Meeting Structure - The board must hold at least two regular meetings annually [3] - Temporary meetings can be proposed by shareholders holding more than 10% of voting rights or by one-third of the directors [2] - The board meeting can be convened by the chairman or, if unavailable, by a director elected by a majority of the board [7] Group 2: Proposal and Notification Procedures - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [4] - Notifications for regular and temporary meetings must be sent out 10 days and 2 days in advance, respectively [8] - In urgent situations, meetings can be called with verbal or phone notifications without adhering to the usual notice periods [3] Group 3: Voting and Decision-Making - A quorum requires more than half of the directors to be present for the meeting to proceed [11] - Each proposal must receive a majority vote from the total number of directors to be approved [19] - Directors must abstain from voting on proposals where they have a conflict of interest [20] Group 4: Documentation and Record-Keeping - Meeting records must be maintained for at least 10 years and should include details such as date, attendees, agenda, and voting results [26] - The board secretary is responsible for ensuring that all meeting documentation is properly archived [31] Group 5: Special Provisions - Specific rules apply for profit distribution and capital increase proposals, requiring prior notification to auditors for review [22] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [12]
思看科技: 董事会议事规则（2025年7月修订）