晶华新材: 晶华新材董事会议事规则

Core Viewpoint - The document outlines the rules governing the board of directors of Shanghai Jinghua Adhesive New Materials Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][3]. Group 1: General Principles - The rules are established to ensure compliance with relevant laws, regulations, and the company's articles of association, promoting fair treatment of all shareholders and consideration of other stakeholders' interests [2]. - The board of directors is responsible for executing resolutions from the shareholders' meeting and making significant operational decisions [5][6]. Group 2: Composition and Authority of the Board - The board consists of 7 directors, including 3 independent directors, with a chairman and a vice-chairman [3]. - The board has the authority to make decisions on external investments, asset acquisitions, and management structure [3][4]. Group 3: Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for temporary meetings under specific circumstances [7][8]. - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [12][13]. Group 4: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [22][23]. - The board must ensure that decisions are made within the scope of authority granted by the shareholders and the articles of association [14][15]. Group 5: Documentation and Record-Keeping - Meeting records must include details of proposals, discussions, and voting outcomes, and should be preserved for ten years [30][35]. - The board secretary is responsible for maintaining all meeting documentation and ensuring confidentiality prior to public announcements [33][36].