Workflow
上海雅仕: 董事会议事规则(2025年8月修订)

General Principles - The rules aim to enhance the efficiency and scientific decision-making of the board of directors of Shanghai Yashi Investment Development Co., Ltd. [1] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors, with at least one being a professional accountant [2] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on the company's operational plans and investment proposals [2][3] Board Meetings - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [5] - A temporary meeting must be convened under specific circumstances, such as a proposal from shareholders holding more than 10% of voting rights [6] Meeting Procedures - The chairman of the board is responsible for convening and presiding over meetings, with the vice-chairman assisting [7] - Meeting notifications must be sent out in advance, with specific content requirements including time, location, and agenda [8][9] Voting and Resolutions - A quorum requires more than half of the directors to be present for the meeting to proceed [9] - Decisions are made based on a majority vote, with specific rules for abstentions and conflicts of interest [13][14] Record Keeping and Disclosure - The board must maintain accurate records of meetings, including attendance, agenda, and voting results [31][32] - The board secretary is responsible for ensuring compliance with disclosure requirements as per laws and company regulations [35] Amendments and Implementation - The rules are subject to approval by the shareholders' meeting and can be amended accordingly [38][39] - The rules take effect upon approval and replace any previous regulations [42]