Zheng Quan Zhi Xing·2025-08-08 15:17Core Points - The document outlines the rules for the board of directors of Tianmao Industrial Group Co., Ltd, aimed at enhancing decision-making efficiency and compliance with laws and regulations [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is a permanent decision-making body responsible for reviewing major company matters and executing shareholder resolutions [1] - Board members must exercise their rights diligently and in good faith, ensuring compliance with laws and fair treatment of all shareholders [2] - The board has established specialized committees, including the Audit Committee, Decision and Consultation Committee, Compensation and Assessment Committee, and Nomination Committee, to assist in its functions [2][3] Group 2: Audit Committee - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring internal controls are effective [3] - The committee must meet at least quarterly and can convene special meetings as necessary [3] Group 3: Decision and Consultation Committee - This committee focuses on researching and proposing suggestions for the company's long-term strategies and major investments [3] Group 4: Compensation and Assessment Committee - The committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation policies [3] Group 5: Nomination Committee - The Nomination Committee is responsible for setting selection criteria for directors and senior management, and for reviewing candidates' qualifications [4] Group 6: Meeting Procedures - Board meetings must be held at least twice a year, with a written notice sent to all directors ten days in advance [5] - A quorum requires the presence of more than half of the directors, with specific rules for related party transactions [5][6] Group 7: Voting and Decision-Making - Decisions require a majority vote from attending directors, and related party directors must abstain from voting on relevant matters [15] - The board must ensure that all significant matters are thoroughly discussed and documented [21][22] Group 8: Record Keeping and Disclosure - Meeting records must be maintained for ten years, including details of attendees, agenda, and voting results [16][18] - The board must submit meeting resolutions to the Shenzhen Stock Exchange within two working days [26][27]