艾迪精密: 烟台艾迪精密机械股份有限公司 董事会议事规则(2025年8月)

Core Points - The document outlines the rules governing the board of directors of Yantai Aidi Precision Machinery Co., Ltd, aiming to clarify responsibilities, decision-making processes, and operational standards [2][25]. Group 1: General Provisions - The rules are established to ensure the board of directors operates effectively and in compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The board is responsible to the shareholders and consists of 9 directors, including 3 independent directors and 1 employee representative [2][3]. Group 2: Board Powers and Responsibilities - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [2]. - It is responsible for formulating profit distribution plans, managing capital changes, and overseeing significant transactions such as mergers and acquisitions [2][3]. Group 3: Board Structure - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [4][5]. - A board secretary is appointed to manage meeting preparations, documentation, and information disclosure [5][6]. Group 4: Meeting Procedures - Board meetings can be regular or temporary, with specific conditions under which temporary meetings must be convened [11][12]. - Notices for meetings must be sent in advance, detailing the agenda and necessary materials for discussion [13][14]. Group 5: Voting and Decision-Making - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [15][16]. - Proposals must be clearly defined and submitted in advance, with provisions for independent directors to express their opinions on personnel matters [19][20]. Group 6: Record Keeping and Compliance - Detailed records of meetings, including attendance and voting results, must be maintained for a minimum of ten years [22][23]. - The board is required to ensure compliance with laws and regulations, and any violations must be reported to the relevant authorities [24][25].