Core Points - The document outlines the rules and regulations governing the board of directors of Shenzhen Guotian Group Co., Ltd, ensuring effective decision-making and compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board of directors is the decision-making body of the company, responsible for safeguarding the interests of the company and all shareholders [1] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Independent directors must meet specific criteria, including independence, relevant experience, and good personal character [4][5] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [5][6] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [14][20] - Directors must attend meetings in person or delegate their voting rights through written authorization [15][16] Group 3: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [20][21] - Directors with conflicts of interest must abstain from voting on related proposals, ensuring that decisions are made by independent directors [23][24] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association when making decisions [24][25] Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [29][31] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [34]
广田集团: 董事会议事规则