圣泉集团: 圣泉集团董事会议事规则

Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Jinan Shengquan Group Co., Ltd., aiming to enhance corporate governance and ensure efficient decision-making processes. Group 1: General Principles - The rules are established to improve the management system and governance structure of the company, ensuring effective operation and scientific decision-making of the board of directors [1]. - The board of directors is the permanent authority and decision-making body of the company, responsible for executing resolutions passed by the shareholders' meeting [1]. Group 2: Board Organization - The board consists of 7 directors, including 3 independent directors, and has four specialized committees: audit, nomination, remuneration and assessment, and strategy [3]. - The board has various powers, including convening shareholders' meetings, executing resolutions, deciding on business plans, and managing financial matters [4]. Group 3: Decision-Making Authority - The board has decision-making authority over significant transactions that meet specific financial thresholds, such as asset totals exceeding 10% of the company's audited total assets [2][3]. - Related party transactions require approval from a majority of independent directors and must be disclosed promptly [4]. Group 4: Meeting Procedures - Board meetings can be regular or temporary, with the chairman responsible for convening and presiding over meetings [5]. - Meetings must be announced in advance, and attendance is mandatory for directors, who may delegate their voting rights under specific conditions [7][9]. Group 5: Proposals and Voting - Proposals for meetings can be submitted by specialized committees, management, or individual directors, and must meet certain criteria [22][23]. - Voting requires a majority of directors present, and decisions are made based on a one-person-one-vote principle [28][29]. Group 6: Record Keeping - Meeting records must be maintained, including details of attendees, agenda, and voting results, and must be signed by attending directors [44][45]. - Records are to be preserved for 10 years, or longer if the decisions have lasting impacts [46].