General Principles - The rules aim to improve the governance structure of Wuxi Delinhai Environmental Technology Co., Ltd. and standardize the decision-making process of the board of directors [1] - The board of directors is responsible for managing the company's assets and is the decision-making body for the company [1] Powers of the Board - The board has various powers including convening shareholder meetings, executing resolutions, deciding on business plans, and formulating profit distribution plans [1] - The board is also responsible for major corporate actions such as capital changes, mergers, and internal management structure [1] Board Meetings - Board meetings can be regular or temporary, with at least two meetings held annually [2] - The board must convene a temporary meeting under specific circumstances, such as proposing amendments to the articles of association or managing information disclosure [2][4] Meeting Notifications - Notifications for regular and temporary meetings must be sent out at least ten days and three days in advance, respectively [5] - In urgent situations, temporary meetings can be called without the usual notice period if all directors agree [5] Attendance and Voting - A quorum requires more than half of the directors to be present for a meeting to be valid [7] - Directors must attend personally or delegate their voting rights through a written proxy [8] Meeting Procedures - Meetings are primarily held in person, but can also be conducted via video or phone under certain conditions [9] - Proposals not included in the meeting notice cannot be voted on unless all attending directors agree [10] Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for certain types of resolutions [12] - In cases of conflict of interest, affected directors must abstain from voting [46][47] Record Keeping - The board secretary is responsible for maintaining detailed records of meetings, including attendance, agenda, and voting results [51][52] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [53] Implementation of Resolutions - Directors are accountable for the board's resolutions, and those who dissent but record their objections may be exempt from liability [18]
德林海: 德林海董事会议事规则(2025年7月修订)