和林微纳: 董事会议事规则（草案）

Core Points - The company has established rules to regulate the board of directors' meeting procedures and decision-making processes to enhance governance and decision-making quality [1][15] - The board is required to hold at least four regular meetings annually [3][4] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [3][4] Group 1: Meeting Types and Procedures - The board can convene temporary meetings under specific circumstances, such as shareholder requests or audit committee proposals [2][5] - Written proposals for temporary meetings must include details such as the proposer’s name, reasons for the proposal, and specific agenda items [2][5] - The chairman is responsible for convening and presiding over board meetings, with provisions for alternate arrangements if the chairman is unavailable [2][7] Group 2: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent out 14 days and 3 days in advance, respectively, with confirmation required for non-direct delivery methods [4][5] - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of those present [11][12] - Directors are expected to attend meetings in person, but may delegate their voting rights under specific conditions [12][13] Group 3: Decision-Making and Voting - The board has defined decision-making authority for transactions involving significant asset values or financial thresholds, such as 10% of total assets or market value [15][8] - Voting procedures require clear expression of opinions, and proposals not included in the meeting notice cannot be voted on without unanimous consent [10][19] - The results of votes must be recorded and announced promptly, with specific requirements for documenting dissenting opinions [19][29] Group 4: Documentation and Disclosure - Meeting records must be comprehensive and accurately reflect discussions and decisions made during the meetings [27][28] - The company is obligated to disclose board resolutions and significant decisions to the stock exchange in a timely manner [32][33] - The rules are subject to modification in accordance with changes in relevant laws and regulations, ensuring compliance with the latest legal standards [16][15]