General Provisions - The rules aim to clarify the internal structure, decision-making processes, and procedures of the board of directors of Shandong Yahua Electronics Co., Ltd. to enhance effective performance and scientific decision-making [1][2] - The board of directors is responsible for managing the company's assets and is accountable to the shareholders' meeting [1][2] Composition and Responsibilities of the Board - The board consists of nine directors, including three independent directors, and must comply with relevant regulations regarding the number of independent directors [2] - The board has established specialized committees, including the audit committee, remuneration and assessment committee, nomination committee, and strategic committee, with independent directors holding majority positions in key committees [2] - The board exercises various powers, including convening shareholder meetings, formulating profit distribution plans, and making decisions on significant investments and acquisitions [2][4][5] Decision-Making and Approval Processes - Transactions exceeding the board's authorized scope must be submitted for shareholder meeting approval [3] - The board must establish strict review and decision-making procedures for external investments, asset sales, and related transactions, with specific thresholds for board approval based on asset value and revenue [6][7] - The board must collectively decide on significant matters and cannot delegate decision-making to individual directors [8] Board Meetings - The board meetings can be regular or temporary, with at least two regular meetings held annually [10] - The annual board meeting must be held within four months after the end of the previous fiscal year to review the annual financial report [10] - Proposals for board meetings can be made by any director, the audit committee, shareholders holding more than 3% of shares, or the general manager [19][20] Voting and Decision-Making Procedures - Board meetings require the presence of more than half of the directors to be valid, and decisions are made through a voting process [30][31] - Directors must personally attend meetings or provide written authorization for another director to represent them [32] - Voting results must be announced promptly, and decisions require a majority of the attending directors [43][44] Record Keeping and Confidentiality - The board secretary is responsible for recording meeting minutes, which must include details of attendees, agenda items, and voting results [49][50] - Confidentiality obligations apply to all participants in board meetings regarding the content of decisions made [55] Amendments and Compliance - The rules must be revised in response to changes in laws, regulations, or the company's articles of association [56][57] - The interpretation rights of these rules belong to the board of directors, and they become effective upon approval by the shareholders' meeting [62]
亚华电子: 董事会议事规则（2025年7月）