BGRIMMTEC(SH:600980) Zheng Quan Zhi Xing·2025-08-21 11:18General Principles - The rules are established to standardize the decision-making process of the board of directors of Beikong Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [1][2] - The board is responsible to the shareholders' meeting and exercises powers granted by laws, regulations, and the company's articles of association [1][2] Composition and Responsibilities of the Board - The board consists of nine directors, including three independent directors [4] - The board is responsible for strategic decision-making, risk management, and executing resolutions from the shareholders' meeting [6][7] - The board has the authority to convene shareholders' meetings, execute resolutions, and approve annual financial statements among other responsibilities [6][7] Committees and Delegation - The board establishes various committees, including the audit committee and the remuneration and assessment committee, with independent directors in majority roles [2][3] - The board can delegate certain powers to the chairman, general manager, or other committees within its authority [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [10][11] - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [12][13] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors [18] - Decisions are made based on majority votes, with specific rules for abstentions and conflicts of interest [26][28] Record Keeping and Confidentiality - Detailed records of meetings, including attendance and voting results, must be maintained for at least ten years [39][40] - Board members are required to keep the contents of resolutions confidential until officially disclosed [37][38]