中微半导: 董事会议事规则（草案）（H股发行上市后适用）

Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd. to enhance governance and decision-making processes [1][32] - It specifies the frequency and types of board meetings, including regular and temporary meetings, and the procedures for convening them [2][3] Group 1: Meeting Types and Frequency - The board must hold at least four regular meetings annually, including an annual performance meeting and a semi-annual performance meeting [2][3] - The annual performance meeting is to be held within four months after the fiscal year-end to review the annual report [3] - The semi-annual performance meeting is to be held within two months after the first half of the fiscal year [2] Group 2: Proposal and Meeting Procedures - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting [2] - Proposals must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and meeting logistics [4] - The board secretary is responsible for organizing communication with directors and ensuring they receive necessary materials for decision-making [5] Group 3: Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid [11] - Each director has one vote, and decisions are made based on majority voting [9][10] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [10][11] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, minutes, and voting results [28][29] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [26][27] - The documentation must be kept for ten years [28]