XHCG(SH:600785) Zheng Quan Zhi Xing·2025-07-25 16:37Group 1 - The board of directors is established as a permanent executive body responsible to the shareholders' meeting and exercises powers granted by laws, regulations, and the company's articles of association [1] - The board consists of nine directors, including three independent directors, with a chairman and a vice-chairman elected by a majority of the board [1][2] - The board must hold at least two meetings annually, with the chairman responsible for convening these meetings [2][3] Group 2 - The board can be called to a temporary meeting upon request from shareholders holding more than 10% of voting rights or one-third of the directors [2][3] - Proposals for temporary meetings must be submitted in writing, detailing the proposer’s name, reasons, meeting time, location, and specific proposals [2][3] - The board secretary is responsible for handling daily affairs and ensuring proper documentation of meetings [2][3][4] Group 3 - A quorum for board meetings requires the presence of more than half of the directors [4][5] - Directors must attend meetings in person or delegate their voting rights in writing, with specific rules regarding delegation to ensure transparency [5][6] - Voting at meetings is conducted by a show of hands or ballot, with clear options for approval, disapproval, or abstention [7][8] Group 4 - Decisions require a majority vote from the directors present, with specific rules for related party transactions and conflicts of interest [8][9] - Meeting minutes must be recorded, including attendance, proposals discussed, and voting results, and must be signed by attending directors [9][10] - The board secretary is responsible for maintaining meeting records for a minimum of ten years [10][11]