亨通股份: 浙江亨通控股股份有限公司董事会议事规则

Core Points - The article outlines the rules and procedures for the board meetings of Zhejiang Hengtong Holding Co., Ltd, aiming to enhance the effectiveness and scientific decision-making of the board [1][13] - The rules are established in accordance with relevant laws and regulations, including the Company Law and the Securities Law [1] Group 1: Meeting Procedures - The board must hold at least two regular meetings each year [3] - Proposals for regular meetings should be formed after consulting all directors and submitted to the chairman for drafting [4] - Emergency meetings can be called under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [5] Group 2: Proposal and Voting - Proposals must fall within the board's authority as defined in the company's articles of association, and relevant materials must be submitted [2] - The chairman must convene a meeting within ten days of receiving a proposal or a request from the securities regulatory authority [2] - Voting is conducted by written ballot, with each director having one vote, and the results must be announced promptly [17][18] Group 3: Attendance and Representation - Directors are required to attend meetings in person, and if unable to do so, they must review materials and provide written opinions [4] - Proxy attendance is allowed under specific conditions, and directors cannot delegate their voting rights without clear instructions [5][6] - If a director fails to attend or delegate their vote, it is considered a waiver of their voting rights [4] Group 4: Decision-Making and Documentation - Decisions require a majority of the board members present to pass, with specific rules for related party transactions [19] - Meeting minutes must be recorded, including attendance, proposals discussed, and voting results [26] - The board's resolutions must be executed strictly, and any significant changes must be reported to the board [30]