General Principles - The rules are established to promote the standardized operation of Suzhou Guangge Technology Co., Ltd. and to ensure the board of directors independently exercises its rights and fulfills its obligations according to the Company Law and the company's articles of association [1][2]. Board Meetings - The board of directors must hold at least two meetings each year, convened by the chairman with a written notice sent to all directors ten days prior to the meeting [2]. - In urgent situations, a temporary meeting can be called with a shorter notice period, and the chairman must explain the urgency during the meeting [2][3]. Proposals and Voting - Proposals for board meetings are categorized into fixed and temporary proposals, with fixed proposals being submitted annually for review [3][6]. - Temporary proposals can be submitted by relevant proposers to the chairman, who may request modifications before they are presented to the board [6][7]. Meeting Procedures - The chairman presides over the meetings, which require the presence of more than half of the directors to be valid [8]. - Decisions are made through written or show-of-hands voting, with each director having one vote. A majority of directors must agree for a resolution to pass [8][9]. Attendance and Representation - Directors must attend meetings in person but can delegate another director to attend on their behalf if they cannot be present [9][10]. - Directors with a conflict of interest must disclose their relationship and cannot vote on related matters [10][11]. Documentation and Record Keeping - Meeting records must be created, including attendance and decisions made, and must be signed by attendees [12][13]. - The rules stipulate that meeting records and resolutions should be archived for at least ten years [13][14]. Amendments and Compliance - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [14]. - Any inconsistencies with laws or regulations will defer to those legal standards, and the board is responsible for proposing amendments as necessary [14].
光格科技: 董事会议事规则