General Principles - The rules are established to ensure the independent, standardized, and effective exercise of powers by the board of directors of Guangzhou HuanTou Yongxing Group Co., Ltd. [2] - The board of directors is the executive and decision-making body of the company, responsible for managing the company's assets and reporting to the shareholders' meeting [2][4]. Composition and Committees - The board consists of 7 directors, including 1 chairman and 3 independent directors, with provisions for management personnel to serve as directors [2][3]. - The board has specialized committees, including a Strategy and ESG Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee, with independent directors holding a majority in certain committees [3]. Responsibilities of the Board - The board is responsible for convening shareholder meetings, executing resolutions, determining operational plans, and making decisions on significant investments and capital changes [4][5]. - The board must ensure compliance with laws and regulations, treat all shareholders fairly, and consider the interests of other stakeholders [6]. Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [5][6]. - Meeting notifications must include essential details such as date, location, agenda, and the date of notification [7][8]. Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for proxy voting and conflict of interest situations [12][13]. - The board must act within the authority granted by the shareholders' meeting and the company's articles of association [30]. Record Keeping and Confidentiality - Meeting records must be accurate and complete, including attendance, proposals discussed, and voting results [35][36]. - Confidentiality obligations are imposed on all participants regarding the content of board resolutions until publicly disclosed [38]. Effectiveness and Amendments - The rules take effect upon approval by the shareholders' meeting and can be amended by the board [17][42].
永兴股份: 永兴股份董事会议事规则