利尔化学: 利尔化学《董事会议事规则》

Core Points - The document outlines the rules for the board of directors of Lier Chemical Co., Ltd., aiming to standardize meeting procedures and decision-making processes to enhance the board's operational efficiency and decision-making quality [1][2][3] Group 1: Meeting Procedures - The board of directors must hold at least two regular meetings each year, one in each half of the year [3] - The board can convene temporary meetings under specific circumstances, such as when proposed by shareholders holding more than 1/10 of voting rights or by more than 1/3 of the directors [2][3] - Meeting notifications must be sent out 10 days in advance for regular meetings and 5 days for temporary meetings, with provisions for urgent meetings [4][5] Group 2: Proposal and Voting - Proposals for meetings must be clear and specific, including the proposer’s name, reasons, and contact information [3][4] - Each proposal must be discussed thoroughly before voting, with the voting process requiring a simple majority of attending directors [19][23] - Directors must express their opinions independently and may not delegate their voting rights without proper authorization [6][7][19] Group 3: Decision-Making Authority - The board has the authority to make significant decisions regarding the company's operations, including financial budgets, profit distribution, and major investments [19][20] - Specific financial thresholds are set for decisions on investments, asset sales, and guarantees, ensuring that the board operates within defined limits [20][21] Group 4: Documentation and Record-Keeping - Meeting records must be accurate and include details such as attendees, agenda, and voting results, which must be signed by participants [30][32] - The board secretary is responsible for maintaining all meeting documentation for a period of 10 years [36]