General Principles - The rules aim to improve the corporate governance structure of Beijing Wajingke Information Technology Co., Ltd. and standardize the decision-making processes of the board of directors [2] - All directors are obligated to adhere to the Company Law and the company's articles of association, fulfilling their duties with loyalty and diligence [2] Composition and Powers of the Board - The board consists of 7 directors, including 3 independent directors and 4 non-independent directors [3] - Directors are elected or replaced by the shareholders' meeting and can be dismissed before their term ends [4] - The board has the authority to convene shareholder meetings, report on work, and propose significant corporate actions such as mergers and acquisitions [3][4] Board Meetings - The board must hold at least two regular meetings annually, with notifications sent 10 days in advance [14] - A temporary meeting can be called with 3 days' notice, and urgent meetings can be convened with immediate notification [14][15] - A quorum requires the presence of more than half of the directors [9] Voting and Decision-Making - Decisions are made by a majority vote of the directors present, with each director having one vote [29] - Directors must avoid conflicts of interest during voting, and specific rules govern the delegation of voting rights [12][9] - Meeting records must include details such as time, location, attendees, and voting results [38] Execution and Feedback of Resolutions - Resolutions passed by the board must be submitted to the shareholders' meeting for approval before implementation [43] - The chairman is responsible for ensuring the execution of board resolutions and reporting on their implementation in subsequent meetings [44] Amendments and Validity - The rules are subject to revision by the board and take effect upon approval by the shareholders' meeting [47] - Any conflicts between these rules and applicable laws or regulations will defer to the latter [46]
挖金客: 董事会议事规则（2025年8月修订）