General Principles - The rules aim to standardize the decision-making process of the board of directors of Weijie Chuangxin (Tianjin) Electronics Technology Co., Ltd. to enhance operational efficiency and scientific decision-making [1][2] - The board is responsible for the company's development goals and major operational activities, reporting to the shareholders' meeting [1][2] Composition and Powers of the Board - The board consists of 11 directors, including 4 independent directors, and is led by a chairman [2][3] - The board has the authority to convene shareholders' meetings, execute resolutions, decide on operational plans, and manage financial matters [2][3][4] - Specialized committees such as the Risk and Audit Committee, Strategic Committee, Nomination Committee, and Compensation and Assessment Committee are established under the board [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [6][7] - Meeting notifications must be sent out in advance, and meetings require the presence of more than half of the directors to be valid [9][10] - Directors are encouraged to attend meetings in person, and if unable to do so, they must provide written opinions and delegate their voting rights [10][11] Decision-Making Process - Proposals must be discussed thoroughly before voting, and decisions require a majority vote from the attending directors [30][33] - Specific rules govern the voting process, including the need for independent directors' consent for certain proposals [28][30] - Directors must recuse themselves from voting on matters where they have a conflict of interest [34] Documentation and Record-Keeping - Meeting minutes must be recorded, detailing the date, attendees, agenda, and voting results [41][42] - Directors are required to sign off on meeting records and can provide written comments if they disagree with the minutes [42][43] Amendments and Compliance - The rules can be amended by the board and must be approved by the shareholders' meeting [47] - Any inconsistencies with laws or regulations will defer to the legal provisions [48]
唯捷创芯: 董事会议事规则