冠豪高新: 冠豪高新董事会议事规则（2025年8月）

Core Points - The document outlines the rules for the board of directors of Guangdong Guanhao High-tech Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][17] - The board is responsible for various key functions, including convening shareholder meetings, executing resolutions, and making significant operational decisions [2][3] Group 1: Board Structure and Responsibilities - The board can establish specialized committees such as sustainability, audit, nomination, compensation and assessment, and technological innovation, with independent directors holding a majority in certain committees [2][3] - The board has the authority to decide on the company's operational plans, financial budgets, profit distribution, capital changes, and major acquisitions [2][3][4] Group 2: Meeting Procedures - The board must hold at least two regular meetings annually, with notifications sent to all directors ten days in advance [5][6] - Special meetings can be called under specific circumstances, and proposals for such meetings must be submitted in writing [6][7] - Meetings require a quorum of more than half of the directors to be valid, and decisions must be made collectively [13][14] Group 3: Voting and Decision-Making - Voting is conducted on a one-person-one-vote basis, with options for approval, disapproval, or abstention [10][11] - A proposal must receive more than half of the votes from all directors to be approved, with specific conditions for certain decisions [21][22] - Directors must recuse themselves from voting on matters where they have a conflict of interest [22][23] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining records of meetings, including notifications, attendance, proposals, and voting results [28][29] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [15][29] Group 5: Compliance and Amendments - The rules must comply with relevant laws and regulations, and any amendments require approval from the shareholders' meeting [17][34]