天源迪科: 董事会议事规则（2025年8月）

Core Points - The document outlines the rules and procedures for the board of directors of Shenzhen Tianyuan Dike Information Technology Co., Ltd, aiming to enhance the effectiveness and scientific decision-making of the board [1][2][3] Group 1: Board Meeting Structure - The board of directors is required to hold at least one regular meeting in each half of the year [4] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [5] - The chairman is responsible for convening and presiding over board meetings, with provisions for alternative arrangements if the chairman is unable to fulfill this role [6][7] Group 2: Meeting Notifications and Procedures - Notifications for regular and temporary meetings must be sent out ten days and five days in advance, respectively [8] - The notification must include essential details such as the date, location, and agenda of the meeting [9] - Changes to meeting details require prior approval from all attending directors [10] Group 3: Attendance and Voting - A quorum for board meetings requires the presence of more than half of the directors [11] - Directors are expected to attend in person, but may delegate their voting rights through a written proxy [12] - Voting is conducted on a one-person-one-vote basis, with clear options for approval, disapproval, or abstention [13][14] Group 4: Decision-Making and Record-Keeping - Decisions require a majority vote from attending directors, with specific rules for related party transactions and profit distribution [15][16] - Meeting records must be maintained, including attendance, proposals discussed, and voting outcomes [17][18] - The board secretary is responsible for preserving meeting archives for a period of ten years [19][20]