海天瑞声: 北京海天瑞声科技股份有限公司董事会议事规则

Core Viewpoint - The document outlines the rules and procedures for the board of directors of Beijing Haotian Ruisheng Technology Co., Ltd., aiming to enhance the effectiveness and scientific decision-making of the board [1]. Group 1: Board Meeting Procedures - The board of directors must hold at least two regular meetings each year, one in each half of the year [3]. - The board office is responsible for handling daily affairs and must consult all directors before forming meeting proposals [4]. - The chairman of the board is responsible for convening and presiding over meetings, and if unable, a director can be elected to do so [7]. Group 2: Proposal Submission and Meeting Notifications - Proposals must fall within the authority of the board as defined in the company’s articles of association, and relevant materials must be submitted alongside [2]. - Meeting notifications must be sent out ten days in advance for regular meetings and three days for temporary meetings, with confirmation required for non-direct delivery methods [8]. - In urgent situations, meetings can be called with immediate notification via phone or other verbal means [8]. Group 3: Attendance and Voting - A quorum requires the presence of more than half of the directors, and those unable to attend must inform the board office in advance [11]. - Directors can delegate their voting rights through a written proxy, which must specify the scope of authority and be signed by the delegating director [4]. - Voting is conducted by written ballot, and each director has one vote, with options for approval, disapproval, or abstention [7]. Group 4: Decision-Making and Record Keeping - Decisions require a majority approval from attending directors, and specific matters may require a higher threshold as per the company’s articles [19]. - Meeting records must include details such as date, attendees, agenda, and voting results, and must be signed by the directors [25]. - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [30].