广东宏大: 董事会议事规则

General Principles - The rules are established to standardize the decision-making process of the board of directors of Guangdong Hongda Holding Group Co., Ltd. to enhance the effectiveness and scientific decision-making of the board [1][2] - The board is responsible to the shareholders and must ensure compliance with laws and regulations while considering the interests of all stakeholders [1][2] Meeting Convening and Notification - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2][3] - Proposals for temporary meetings must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and meeting logistics [2][3] Meeting Proposals - Directors can submit proposals related to the company's operations and management, which must comply with legal and regulatory requirements [4][5] - Proposals must be clear, specific, and submitted in writing, with supporting materials provided to the board [4][5] Meeting Conduct - A quorum of more than half of the directors is required for the meeting to proceed, and meetings can be held in person or through other means such as video or phone [6][7] - Directors are expected to attend in person, and if unable, must review materials and provide written instructions for a proxy [6][7] Voting and Resolutions - Each proposal is voted on individually, and resolutions require a majority approval from the attending directors [9][10] - Directors must abstain from voting on matters where they have a conflict of interest, and the meeting can only proceed with a majority of unrelated directors present [10][11] Meeting Records - Detailed records of the meetings must be kept, including attendance, agenda, discussions, and voting results [12][13] - Meeting records must be signed by the directors and can be subject to public disclosure if necessary [13][14] Miscellaneous - The rules align with the company's articles of association and relevant laws, and any discrepancies will defer to the latter [14]