清溢光电: 董事会议事规则

General Principles - The rules are established to improve the corporate governance structure of Shenzhen QY Optoelectronics Co., Ltd. and ensure the board of directors exercises decision-making power legally, scientifically, and efficiently [1][2] - The rules are based on relevant laws, regulations, and the company's articles of association [1] Composition and Responsibilities of the Board - The board consists of eleven directors, including one chairman, two vice-chairmen, and one employee representative director, with independent directors making up at least one-third of the board [2] - The board has various powers, including convening shareholder meetings, executing shareholder resolutions, deciding on business plans and investment proposals, and managing internal structures [2][3][4] Board Meeting Procedures - The board must meet at least twice a year, with meetings convened by the chairman [16] - A temporary meeting can be proposed by shareholders or directors, requiring a notice period of three days unless urgent [16][18] - Decisions require a majority of directors present, and independent directors must attend personally or provide written opinions if absent [17][18] Voting and Decision-Making - Board resolutions are made through a voting process, requiring a majority approval from all directors [35][36] - Directors with conflicts of interest must abstain from voting on related matters [19][20] Committees - The board establishes specialized committees, including audit, nomination, compensation, and strategy committees, with independent directors holding a majority in certain committees [6][7] - Each committee is responsible for specific tasks, such as reviewing financial information, proposing director candidates, and evaluating executive compensation [6][7] Director Qualifications and Duties - Directors must be natural persons and cannot hold positions if they have certain legal or financial disqualifications [8][9] - Directors have fiduciary duties to act in the best interest of the company, avoid conflicts of interest, and maintain confidentiality [11][12][13] Amendments and Effectiveness - The rules will take effect upon approval by the shareholders and will be updated as necessary to comply with new laws or regulations [46][47]