PCI-STCL(SH:600728) Zheng Quan Zhi Xing·2025-09-02 16:14General Principles - The purpose of the rules is to standardize the board's decision-making processes and enhance the effectiveness of the board's operations [1] - The board must comply with relevant laws, regulations, and the company's articles of association [1] Board Composition - The board consists of 7 to 9 directors, including 3 to 4 independent directors [2] - At least one independent director must have appropriate professional qualifications or expertise in accounting or financial management [2] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment proposals [2] - The board is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [2] Board Meetings - The board must hold at least four regular meetings annually [5] - Special meetings can be convened under specific circumstances, such as requests from shareholders or independent directors [7] Meeting Procedures - Written notices for regular meetings must be sent 14 days in advance, while notices for special meetings must be sent 3 days in advance [5] - Meetings can be held in person or through electronic means, ensuring all directors can express their opinions [20] Voting and Resolutions - Decisions require a majority vote from attending directors, with special resolutions needing a two-thirds majority [12] - Directors must avoid conflicts of interest and may need to abstain from voting on related proposals [29] Meeting Records - Detailed records of meetings must be kept, including attendance, agenda, and voting results [14] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [38] Implementation and Amendments - The rules take effect upon approval by the shareholders and must be interpreted by the board [41]