VGT(SZ:300476) Zheng Quan Zhi Xing·2025-07-29 16:43General Provisions - The rules are established to standardize the decision-making process of the board of directors of Shenghong Technology (Huizhou) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [2] - The board consists of 8 directors, including 3 independent directors and 1 employee representative director [3] Board Structure and Responsibilities - The board is required to establish an audit committee and may set up other specialized committees as needed [3] - The board has the authority to make significant decisions regarding mergers, acquisitions, and changes in company structure [3][6] - The board must explain any non-standard audit opinions issued by the registered accountants to the shareholders [4] Investment and Asset Management - Any external investments or asset transactions exceeding 10% of the company's audited total assets must be reviewed by the board [8] - Transactions involving assets exceeding 50% of the company's audited total assets require both board approval and shareholder review [9] Meeting Procedures - The board must hold at least two regular meetings annually [11] - A temporary meeting can be called under specific circumstances, and the notice must be sent out in advance [15][18] - A quorum for board meetings requires the presence of more than half of the directors [23] Voting and Resolutions - Each proposal must be discussed thoroughly before voting, and decisions require a majority of the directors present [32][35] - Directors with conflicts of interest must abstain from voting on related matters [20] Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including attendance, agenda, and resolutions [43][48] - Meeting records must be signed by the attending directors to confirm their agreement with the content [22]