美埃科技: 董事会议事规则

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Meiyah (China) Environmental Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [1][3]. Qualifications and Responsibilities of Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as lack of civil capacity or criminal convictions related to financial misconduct [3][4]. - Directors are elected by the shareholders for a term of three years and may be re-elected [4][5]. - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their personal interests do not interfere with the company's interests [4][5]. Board Structure and Powers - The board consists of seven directors, including one chairman and three independent directors [7][8]. - The board is responsible for making significant decisions regarding the company's operations, including investment plans, profit distribution, and major acquisitions [8][9][10]. Board Meetings - The board must hold at least two regular meetings annually, with additional meetings called as necessary [14][26]. - A quorum for board meetings requires the presence of more than half of the directors [40]. - Decisions are made through voting, with each director having one vote, and resolutions require a majority to pass [57][66]. Confidentiality and Accountability - Directors are obligated to maintain confidentiality regarding company secrets and must not disclose sensitive information [82]. - Directors are accountable for their decisions, and if a resolution leads to significant losses due to legal violations, they may be held liable for damages [78][80]. Amendments and Effectiveness - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [84][85].