General Provisions - The rules aim to standardize the board of directors' meeting procedures and decision-making processes for Suzhou Huazhi Jie Telecommunications Co., Ltd. [2] - The company appoints a board secretary responsible for preparing shareholder and board meetings, document management, and information disclosure [2][3]. Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [3][5]. - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [6]. - Temporary meetings must be convened under specific circumstances, such as proposals from shareholders or directors [4][6]. Meeting Notifications - Notifications for regular and temporary meetings must be sent out ten days and three days in advance, respectively [10]. - Changes to meeting notifications must be communicated at least one day prior to the scheduled meeting [12]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [13]. - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [14][15]. - Meetings can be held in person or via video, phone, or email, ensuring all directors can express their opinions [16]. Voting and Resolutions - Each proposal is subject to discussion and must be voted on by the directors, with voting options including approval, disapproval, or abstention [19]. - A resolution requires approval from more than half of the total number of directors, with specific rules for related party transactions [21][22]. - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [25]. Meeting Records - The board secretary is responsible for recording meeting minutes, which must include details such as date, attendees, agenda, and voting results [29][30]. - Meeting records must be accurate and preserved for at least ten years [31][32].
华之杰: 董事会议事规则