General Provisions - The rules are established to standardize the behavior of the board of directors of Dafu Technology (Anhui) Co., Ltd., ensuring democratic and scientific decision-making in line with modern corporate governance needs [1][2] - The board of directors is the decision-making body responsible for the company's development goals and major operational activities [1][2] Board Composition and Committees - The board consists of members as stipulated in the company's articles of association and includes an office, audit committee, remuneration and assessment committee, and strategic committee [2][3] - The board appoints a secretary to handle daily affairs and a securities representative to assist the secretary [2] Decision-Making Authority - The board has the authority to determine approval limits for external investments, asset acquisitions, and other significant transactions within the scope authorized by the shareholders' meeting [2][3] - Transactions involving total assets below 50% of the latest audited total assets or specific financial thresholds require board approval [3][4] Meeting Procedures - The board must hold at least two regular meetings each year, with notifications sent out in advance [7][8] - Meetings can be convened by the chairman or, in their absence, by the vice-chairman or a majority of directors [6][7] Voting and Resolutions - Resolutions require a majority vote from attending directors, with specific rules for related party transactions and conflicts of interest [15][16] - The board must adhere to the authorization from the shareholders' meeting and cannot exceed its powers in decision-making [16][18] Documentation and Record-Keeping - The board secretary is responsible for maintaining records of meetings, including attendance, agenda, and voting results [17][20] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [18][20] Compliance and Amendments - The rules are subject to national laws and regulations, and any conflicts with the company's articles of association will defer to the latter [20][49] - The rules take effect upon approval by the shareholders' meeting [49]

Core Points - The document outlines the rules and regulations governing the board of directors of Hainan Jinpan Intelligent Technology Co., Ltd, aiming to enhance decision-making efficiency and protect shareholder rights [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is the executive body of the shareholders' meeting and is responsible for major operational decisions, focusing on maximizing shareholder interests [1][2] - The board consists of six members, including a chairman, a vice chairman, and one employee representative [10] - Directors are elected for a term of three years and can be re-elected, with provisions for filling vacancies during the term [8][10] Group 2: Director Qualifications and Duties - Directors must be natural persons and are prohibited from holding positions if they have certain legal or financial disqualifications [2][3] - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their actions benefit the company and its shareholders [6][12] - Directors are required to act diligently, attend meetings, and review company reports to ensure informed decision-making [8][13] Group 3: Meeting Procedures - The board must hold at least two meetings annually, with provisions for calling additional meetings under specific circumstances [13][26] - Meeting notifications must be sent in advance, detailing the agenda and participants [29][30] - Decisions require a majority vote from attending directors, and minutes must be recorded and maintained for at least ten years [21][22][24] Group 4: Compliance and Governance - The board is responsible for ensuring compliance with laws and regulations, and any decisions that violate these can lead to liability for the directors involved [19][20] - The document emphasizes the importance of diversity in board composition, considering various factors such as gender, age, and professional experience [55][56][58]

Core Points - The document outlines the rules for the board of directors of Chengdu Yunda Technology Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][28] - The board is required to hold at least two regular meetings annually, with provisions for temporary meetings under specific circumstances [3][4][5] Group 1: Meeting Procedures - The board office is responsible for handling daily affairs and must consult all directors before forming meeting proposals [1][2] - Regular meetings require a ten-day notice, while temporary meetings require a three-day notice, with provisions for urgent meetings [8][9] - Meetings must have a quorum of more than half of the directors present to be valid [11][12] Group 2: Proposal and Voting - Proposals must fall within the board's authority as defined in the company’s articles of association, and relevant materials must be submitted [2][3] - Voting is conducted by written ballot, with options for approval, disapproval, or abstention [17][18] - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [19][20][21] Group 3: Documentation and Record Keeping - Meeting records must include details such as attendees, proposals discussed, and voting results, and must be signed by participants [10][11] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [27]

Core Points - The document outlines the rules and procedures for the board of directors of Aidi Technology (Qinhuangdao) Co., Ltd to enhance governance and decision-making efficiency [2][3][4] Group 1: Board Meeting Structure - The board of directors must hold at least two regular meetings each year, one in each half of the year [2] - Special meetings can be called under specific circumstances, such as a request from shareholders holding more than 10% of voting rights [3][4] - The board office is established to handle daily affairs, including meeting preparations and document management [2] Group 2: Proposal and Notification Procedures - Proposals for board meetings must be submitted in writing and include specific details such as the proposal content and supporting materials [3][5] - Regular meeting notifications must be sent at least ten days in advance, while special meeting notifications require five days' notice [4][6] - Changes to meeting details must be communicated at least three days prior to the scheduled meeting [7] Group 3: Meeting Conduct and Voting - A quorum requires the presence of more than half of the directors [8] - Directors must review meeting materials in advance and can delegate their voting rights under specific conditions [9][12] - Voting is conducted through various methods, including show of hands or written ballots, depending on the meeting format [21][22] Group 4: Record Keeping and Accountability - Meeting records must accurately reflect discussions, decisions, and voting outcomes, and should be signed by attendees [33][34] - Records are to be maintained for a period of ten years as important company documents [36]

General Principles - The rules are established to regulate the operation of the board of directors of Zhejiang Zhangguang Industrial Co., Ltd. and to enhance efficient operation and scientific decision-making [1] Composition of the Board - The board consists of 7 directors, including 3 independent directors and 1 employee representative director, with a chairman elected by a majority of the board [2] - Directors are elected for a term of three years and can be re-elected; they cannot be dismissed without cause before the term ends [2][3] - Directors must adhere to legal obligations and fulfill their duties with loyalty and diligence [2][3] Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and decide on the company's operational plans and investment proposals [4][5] - The board is responsible for significant corporate actions such as capital changes, mergers, and acquisitions, and must establish strict review and decision-making procedures for external investments and related transactions [4][5][6] Meeting Procedures - Board meetings are convened by the chairman, and a majority of directors must be present for the meeting to be valid [15] - Regular meetings are held at least twice a year, with notifications sent out 10 days in advance [8][15] - Directors can delegate their voting rights to other directors in writing, but cannot accept more than two proxies [9][11] Voting and Resolutions - Each director has one vote, and resolutions require a majority approval from attending directors [11][12] - Directors must abstain from voting on matters where they have a conflict of interest, and decisions must be made by a majority of disinterested directors [12][13] Implementation of Resolutions - After a resolution is passed, the general manager is responsible for its implementation and must report on the execution status to the board [36][37] - The board secretary oversees the progress of resolutions and reports significant issues to the board and chairman [38] Miscellaneous - These rules serve as an appendix to the company's articles of association and will take effect upon approval by the shareholders [39][41]

Core Points - The document outlines the rules for the board of directors of Xinwanda Electronics Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1] - The rules are established in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the listing rules of the Hong Kong Stock Exchange [1] Chapter 2: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [3] - Directors have fiduciary duties to avoid conflicts of interest and must not misuse their authority for personal gain [4][5] Chapter 3: Board of Directors and Its Powers - The board consists of seven directors, including a chairman, and is responsible for convening shareholder meetings and executing shareholder resolutions [8] - The board has the authority to determine the company's operational plans, investment proposals, and financial management strategies [8][9] - Specialized committees, such as the audit committee and nomination committee, are established to assist the board in its functions [9] Chapter 4: Board Meetings - The board must hold at least four regular meetings annually, with specific notification procedures for meetings [12][25] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made by majority vote [30][31] - Minutes of the meetings must be recorded and maintained for a minimum of ten years [38] Chapter 5: Voting Procedures - Directors with conflicts of interest must abstain from voting on related matters, and decisions must be made by independent directors [33] - Voting can be conducted through various methods, including written or electronic means, ensuring all directors can participate [34] Chapter 6: Supplementary Provisions - The rules will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange and will supersede any previous rules [43]

Core Points - The article outlines the rules and regulations governing the board of directors of Vanke Enterprise Co., Ltd, emphasizing the importance of clear responsibilities and operational procedures for effective decision-making [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of eleven directors, including one chairman and up to two vice-chairmen, with at least one-third being independent directors, including one accounting professional [2][3] - The board is required to establish specialized committees such as the audit committee, investment and decision-making committee, and remuneration and nomination committee, with independent directors holding a majority in the remuneration and nomination committee [2][3][6] - The board has the authority to make significant decisions regarding mergers, acquisitions, and other major corporate actions, as well as appointing and dismissing senior management [4][5][6] Group 2: Meeting Procedures - The board must hold at least four regular meetings annually, with the chairman responsible for convening and presiding over these meetings [8][9] - Special meetings can be called under specific circumstances, and proposals for meetings must be submitted in writing [9][10] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [26][35] Group 3: Voting and Decision-Making - Voting at board meetings is conducted on a one-vote-per-person basis, with decisions requiring a majority of the attending directors [35][36] - Directors must avoid conflicts of interest during voting, and any director with a conflict must abstain from voting on related matters [39][40] - Meeting records must be kept, detailing attendance, agenda items, and voting outcomes, and these records are to be maintained for ten years [42][15]

Group 1 - The rules aim to standardize the board of directors' meeting procedures and decision-making processes to enhance the effectiveness and scientific decision-making of the board [1] - The board of directors is required to hold at least one regular meeting in each half of the year [3] - The board must convene a temporary meeting upon request from shareholders holding more than 1/10 of voting rights or from more than 1/3 of the directors [5] Group 2 - The chairman of the board is responsible for convening and presiding over meetings, and if the chairman is unable to perform their duties, a director elected by a majority of the directors will take over [6] - Meeting notifications must be sent out 10 days in advance for regular meetings and 3 days for temporary meetings, with provisions for urgent situations [8] - A quorum for board meetings requires the presence of more than half of the directors [11] Group 3 - Directors are expected to attend meetings in person and may delegate their voting rights to another director under specific conditions [12] - The board meeting is primarily held in person but can also utilize electronic communication methods [14] - Each proposal must be discussed thoroughly before a vote is taken, and voting is conducted via written ballot [17] Group 4 - Decisions require approval from more than half of the total number of directors, with specific rules for related party transactions [19] - Directors must recuse themselves from voting on proposals where they have a conflict of interest [20] - The board must act strictly within the authority granted by the shareholders and the company's articles of association [21] Group 5 - Meeting records must include details such as the time, location, attendees, proposals discussed, and voting results [23] - Directors must sign off on meeting records, and any dissenting opinions should be documented [24] - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status in future meetings [26]

General Principles - The purpose of the rules is to improve the efficiency of board meetings and ensure scientific decision-making in accordance with relevant laws and the company's articles of association [1][2] - The board of directors is accountable to the shareholders' meeting and exercises its powers based on national laws and regulations [1][2] Meeting Organization - The board meetings are categorized into regular and temporary meetings, with the chairman responsible for convening and presiding over them [2][3] - The board must hold at least two regular meetings annually, with notifications sent to all directors at least ten days in advance [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or independent directors [2][3] Proposal Rules - Various stakeholders, including shareholders and directors, can propose agenda items for board meetings [5][6] - Proposals must be submitted in writing and include detailed information and justifications [5][6] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on a majority vote [19][20] - Special resolutions require a two-thirds majority, while ordinary resolutions require a simple majority [29][30] Record Keeping and Disclosure - Meeting records must be maintained, including attendance, agenda, and voting results, and must be signed by attendees [33][34] - The board secretary is responsible for disclosing meeting resolutions to regulatory authorities and the public [36][37]

山西通宝能源股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范董事会的议事方式和决策程序，促使山西通宝能 源股份有限公司（以下简称"公司"）的董事和董事会有效地履行其 职责，提高董事会规范运作和科学决策水平，根据《中华人民共和国 公司法》（以下简称"《公司法》"）《中华人民共和国证券法》（以 下简称"《证券法》"） 《上市公司治理准则》 《上海证券交易所股票 上市规则》等有关规定以及《山西通宝能源股份有限公司章程》（以 下简称"公司章程"）的规定，制定本董事会议事规则（以下简称"本 规则"） 。 第二条 董事会的组成 公司董事会由七名董事组成，至少包括三分之一独立董事。独立 董事中至少包括一名会计专业人士。董事会设职工代表董事一名。 第三条 董事会的职权 公司董事会行使下列职权： （一）召集股东会，并向股东会报告工作； （二）执行股东会的决议； （三）决定公司的经营计划和投资方案； （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或其他证券及 上市方案； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解 散及变更公司形式的方案； （七）在股东会授权范围 ...