TELLHOW(SH:600590) Zheng Quan Zhi Xing·2025-07-16 10:17General Provisions - The board of directors is established to regulate decision-making processes and enhance operational decision-making effectiveness [1] - The board is responsible for managing the company's assets and ensuring compliance with laws and regulations [1][3] - The board consists of seven directors, including one employee director, a chairman, and a vice-chairman [1] Responsibilities and Powers - The board has the authority to convene shareholder meetings, execute resolutions, and determine operational plans and investment strategies [1][3] - The board can establish specialized committees for strategic, audit, nomination, and compensation matters [1][3] - The board secretary is responsible for preparing meetings, managing documents, and handling information disclosure [1][3] Meeting Procedures - Regular board meetings must be held at least twice a year, while special meetings can be called under specific circumstances [2][3] - Meeting notifications must be sent out in advance, with specific requirements for both regular and special meetings [2][4] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [4][12] Voting and Decision-Making - Directors must abstain from voting on matters where they have a conflict of interest [8][10] - Decisions made by the board must be recorded, and minutes must include details such as attendees and voting results [12][36] - The board can use written resolutions and electronic voting methods, provided that a majority of directors participate [13][44] Confidentiality and Compliance - Board members and attendees are required to maintain confidentiality regarding meeting contents until official disclosures are made [44][46] - The board is responsible for modifying the rules as necessary to comply with laws and regulations [47][48]