海泰新光: 董事会议事规则

Core Points - The document outlines the rules governing the board of directors of Qingdao Haitai Newlight Technology Co., Ltd, aiming to standardize meeting procedures and enhance decision-making efficiency [1][22] - The board is responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1][2] - Directors must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders and acting within the authority granted by the shareholders and the company's articles of association [3][4] Chapter Summaries Chapter 1: General Provisions - The rules are established to regulate the board's meeting procedures and improve decision-making efficiency [1] - The board acts as a permanent body accountable to the shareholders' meeting, responsible for major operational decisions [2][3] Chapter 2: Directors - Directors must be natural persons and cannot serve if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - Directors are elected by the shareholders' meeting for a term of three years and can be re-elected [6][7] - Directors have a duty of loyalty and must not misuse their position for personal gain or harm the company's interests [8][9] Chapter 3: Board Office and Secretary - The board has an office responsible for daily affairs and document management, and a secretary who prepares meetings and manages shareholder information [7][8] Chapter 4: Powers of the Board - The board consists of seven directors, including three independent directors, and is responsible for convening shareholder meetings and executing resolutions [20][21] - The board has the authority to decide on significant operational plans, financial matters, and internal management structures [20][21] Chapter 5: Chairman of the Board - The chairman oversees the board's work, convenes meetings, and ensures the execution of board resolutions [13][14] Chapter 6: Meeting Procedures - Regular meetings must be held at least twice a year, with proper notice given to all directors [28][29] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [31][41] Chapter 7: Voting Procedures - Each director has one vote, and decisions require a majority of the directors present [41][42] - Directors must recuse themselves from voting on matters where they have a conflict of interest [44] Chapter 8: Meeting Records and Resolutions - Meeting records must be kept for at least ten years, detailing decisions and voting outcomes [49][50] - Directors are responsible for the resolutions made during meetings, and failure to comply may result in liability [51][52] Chapter 9: Implementation of Resolutions - The general manager is responsible for implementing board resolutions, and the board monitors compliance [52][53] Chapter 10: Amendments and Effectiveness - The rules take effect upon approval by the shareholders' meeting and can be amended as necessary [58][59]