华软科技: 董事会议事规则

Core Viewpoint - The article outlines the rules and procedures governing the board of directors of Jinling Huasoft Technology Co., Ltd., aiming to ensure legal compliance, enhance operational efficiency, and facilitate scientific decision-making [1]. Chapter 1: General Principles - The board of directors is established as a permanent executive body responsible to the shareholders' meeting and must act within the scope of authority granted by laws and regulations [1]. Chapter 2: Composition and Functioning of the Board - The board consists of 7 directors, including 1 chairman, 3 independent directors, and 1 employee representative, with at least 1 independent director being a professional accountant [3]. - The chairman is elected by a majority of the board members, and if the chairman cannot perform their duties, a director can be appointed to fulfill those responsibilities [3]. Chapter 3: Powers of the Board - The board has various responsibilities, including convening shareholder meetings, executing resolutions, determining business plans, and managing internal structures [2]. - The board can establish specialized committees, such as an audit committee, which must include a majority of independent directors [4]. Chapter 4: Meeting Procedures - Board meetings should primarily be held in person, but can also be conducted via video or other means if all directors can communicate effectively [10]. - A quorum requires the presence of more than half of the directors, and the chairman is responsible for convening meetings [11]. Chapter 5: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [9]. - Directors must recuse themselves from voting on matters where they have a conflict of interest, ensuring that decisions are made by disinterested parties [10]. Chapter 6: Record Keeping - Meeting minutes must be recorded and signed by attending directors, and these records are to be kept for 10 years [11]. Chapter 7: Miscellaneous - The rules are to be interpreted by the board and take effect upon approval by the shareholders' meeting [12].