Core Points - The document outlines the rules and regulations governing the board of directors of Shenzhen Guotian Group Co., Ltd, ensuring effective decision-making and compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board of directors is the decision-making body of the company, responsible for safeguarding the interests of the company and all shareholders [1] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Independent directors must meet specific criteria, including independence, relevant experience, and good personal character [4][5] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [5][6] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [14][20] - Directors must attend meetings in person or delegate their voting rights through written authorization [15][16] Group 3: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [20][21] - Directors with conflicts of interest must abstain from voting on related proposals, ensuring that decisions are made by independent directors [23][24] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association when making decisions [24][25] Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [29][31] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [34]

安徽安纳达钛业股份有限公司 董事会议事规则 （2025 年 7 月） 第一章 总 则 第一条 为健全和规范安徽安纳达钛业股份有限公司(以下简称公司)董事会的议事方式和决 策程序，确保董事会高效运作和科学决策，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》）、《深圳证券交易所股票上市规则》等法律、 行政法规、规范性文件和《安徽安纳达钛业股份有限公司章程》（以下简称《公司章程》）的有 关规定，制定本议事规则。 第二条 公司依法设立董事会，董事会对股东会负责。董事会是公司经营管理的决策机构， 为维护公司和全体股东的利益，在《公司章程》和股东会的授权范围内，负责公司发展目标和重 大经营活动的决策。 （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）在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、对外担保事项、 委托理财、关联交易、对外捐赠等事项； 第三条 董事会应当在《公司法》和《公司章程》规定的范围内 ...

General Principles - The rules are established to standardize the board meeting procedures of Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [1][2] - The board is responsible for various key functions including convening shareholder meetings, formulating profit distribution plans, and making significant corporate decisions such as mergers and acquisitions [2][4] Board Structure and Committees - The board has specialized committees including audit, strategy, nomination, and compensation committees, which are accountable to the board and must submit proposals for board review [1][2] - The audit committee must have a majority of independent directors and is led by a professional accountant [1][2] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [5][6] - Temporary meetings can be called under specific circumstances, and proposals for such meetings must be submitted in writing [6][7] Proposal and Notification Process - Proposals for board meetings must be clear and specific, and the board secretary is responsible for notifying all directors at least ten days in advance for regular meetings [8][9] - In urgent situations, the notification period can be shortened to five days, provided all directors agree [7][10] Voting and Decision-Making - Decisions require a majority of directors present, and certain significant decisions require a two-thirds majority [19][20] - Directors must disclose any conflicts of interest and abstain from voting on related matters [20][21] Record Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [24][25] - Records are to be maintained for ten years [25] Specialized Committees - The board has established specialized committees such as the audit committee, which oversees financial reporting and internal controls, and the nomination and compensation committees, which handle the selection and remuneration of directors and senior management [27][28][29] - Each committee must have a majority of independent directors and is responsible for making recommendations to the board [28][29]

General Principles - The rules are established to standardize the board's decision-making process and improve operational efficiency based on the Company Law and the company's articles of association [2][21] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [2] Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and must include one employee representative if the company has more than 300 employees [3] - Directors serve a term of three years and can be re-elected, with independent directors limited to a maximum of six years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [5][8] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, including those involving assets exceeding 10% of total assets or net assets [6][8] - Independent directors must approve certain transactions, particularly those involving related parties, to ensure compliance with regulations [6][9] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [12][17] - A quorum requires more than half of the directors to be present, and decisions are made by majority vote [15][29] Voting and Resolutions - Directors must express clear opinions on proposals, and any proposal not included in the meeting notice cannot be voted on [29][30] - In cases where directors have conflicts of interest, they must abstain from voting, and decisions must be made by a majority of non-related directors [33][34] Documentation and Accountability - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [37][20] - Directors are responsible for the board's resolutions, and any violations leading to company losses may result in liability for participating directors [20]

Core Points - The document outlines the rules and procedures for the board of directors of China Shipbuilding Industry Corporation Han Guang Technology Co., Ltd, aiming to enhance governance and decision-making efficiency [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 9 directors, including 3 independent directors and 1 employee representative [1][2] - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's strategic and development plans [2][3][4] - The board has the authority to establish various committees, including a strategy committee, audit committee, nomination committee, and compensation and assessment committee [1][2] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least one regular meeting held in each half of the year [12][13] - The chairman is responsible for convening and presiding over meetings, and must call a temporary meeting within 10 days upon receiving a proposal [7][8] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [20][33] Group 3: Decision-Making and Voting - Decisions on significant transactions must be reviewed and approved by the board, with specific thresholds for asset transactions outlined [5][6] - Directors must avoid conflicts of interest and are required to abstain from voting on related proposals [15][34] - Meeting records must be maintained, including attendance, agenda, and voting results, which are to be signed by attendees [37][40] Group 4: Information Disclosure - The board secretary is responsible for handling the announcement of board resolutions in accordance with relevant regulations [41] - Confidentiality obligations are imposed on all participants regarding sensitive meeting content [42] Group 5: Miscellaneous Provisions - The rules are subject to national laws and regulations, and any amendments must be approved by the shareholders' meeting [44][46]

Core Points - The document outlines the rules governing the board of directors of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aimed at enhancing decision-making efficiency and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [1][2] Group 2: Board Composition and Responsibilities - Directors are elected for a term of three years, with the possibility of re-election [1][2] - The board has various responsibilities, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [6][7] Group 3: Board Meetings - The board must hold at least two regular meetings annually, with proper notice given to all directors [14][15] - A temporary meeting can be called upon request from shareholders or directors, with specific notice requirements [16][17] Group 4: Voting and Decision-Making - Board meetings require a majority of directors to be present for decisions to be valid, and resolutions must be passed by a majority vote [19][20] - Directors must disclose any conflicts of interest and cannot vote on matters where they have a personal stake [10][11] Group 5: Committees - The board establishes specialized committees, including an audit committee and a strategic committee, to assist in governance [10][11] - Each committee's proposals must be submitted to the board for approval [10][11] Group 6: Documentation and Accountability - Meeting minutes must be recorded and signed by attendees, and directors are responsible for the resolutions passed [30][31] - The board secretary is responsible for managing documentation and ensuring compliance with disclosure requirements [5][12]

Core Points - The article outlines the governance structure and operational procedures of Qingdao High Test Technology Co., Ltd.'s board of directors, emphasizing the importance of efficient decision-making and compliance with relevant laws and regulations [1][4][11]. Group 1: Board Composition and Responsibilities - The board consists of nine directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][4]. - The board is responsible for managing the company's assets and reporting to the shareholders' meeting, executing resolutions, and making key decisions regarding business plans and investments [1][7][8]. Group 2: Decision-Making Procedures - The board must establish strict review and decision-making processes for external investments, asset sales, and related transactions, requiring expert evaluations for significant projects [1][8]. - Transactions that meet certain thresholds, such as involving assets over 10% of total assets or profits exceeding 10% of net profit, must be approved by the board [1][9][10]. Group 3: Meeting Protocols - The board is required to hold at least two meetings annually, with specific protocols for notifying members and handling changes to meeting agendas [1][19][20]. - Decisions are made through a voting process, requiring a majority of directors present, and must be documented accurately in meeting records [1][28][41]. Group 4: Director Qualifications and Duties - Directors must meet specific qualifications, including not having a criminal record or being subject to disqualification by regulatory authorities [12][13]. - Directors have fiduciary duties to act in the best interest of the company, avoiding conflicts of interest and ensuring diligent performance of their responsibilities [15][16][18].

Core Points - The document outlines the rules and procedures for the board of directors of Guangdong Saiwei Microelectronics Co., Ltd, aiming to enhance governance and decision-making efficiency [3][39]. - It specifies the responsibilities of the chairman and the board office, including the process for convening meetings and handling proposals [2][3][4]. Group 1: Meeting Procedures - The chairman must convene a board meeting within 10 days of receiving a proposal [2]. - Regular meetings should be held at least twice a year, while special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [3][4]. - Meeting notifications must be sent out in advance, with specific timelines for regular (10 days) and special meetings (5 days) [2][3]. Group 2: Proposal Handling - Proposals for meetings must be submitted in writing, detailing the proposer’s identity, reasons, and specific agenda items [3][5]. - The board office is responsible for collecting and forwarding proposals to the chairman, who can request clarifications if necessary [3][6]. Group 3: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions must be approved by a majority [11][16]. - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [12][29]. - In cases of conflict of interest, affected directors must abstain from voting [23][24]. Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendees, agenda items, and voting results, and must be signed by the directors [37][39]. - The board office is responsible for maintaining meeting archives for at least 10 years [43][44].

General Provisions - Jiangsu Huachen Transformer Co., Ltd. establishes rules for the board of directors to clarify responsibilities and ensure compliance with laws and regulations [1][4] - The board consists of 8 directors, including 3 independent directors and 1 employee representative [1][4] Board Composition and Committees - The board has specialized committees: Strategic Committee, Audit Committee, Nomination Committee, Compensation and Assessment Committee, and ESG Committee [1][2] - The Strategic Committee is responsible for long-term development strategies and major investment proposals [1][2] - The Audit Committee oversees financial reporting and internal controls [2][3] - The Nomination Committee proposes standards for selecting directors and senior management [2][3] - The Compensation and Assessment Committee evaluates and recommends compensation policies for directors and senior management [2][3] - The ESG Committee focuses on environmental, social, and governance goals and risks [3] Board Authority - The board must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders [4] - The board can authorize the chairman for specific investment and asset management decisions [4] Meeting Procedures - The board holds at least two regular meetings annually, with provisions for temporary meetings under certain conditions [5][6] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [6][7] - A quorum requires the presence of more than half of the directors [7][8] - Voting procedures are outlined, with each director having one vote [10][11] Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for conflicts of interest [11][12] - Meeting records must be maintained, including attendance and voting results [39][40] - The board's resolutions must be announced in accordance with regulatory requirements [40][41] Amendments and Validity - The rules are subject to amendments approved by the shareholders and must comply with national laws and regulations [44][46] - The rules take effect upon approval by the shareholders' meeting [46]

Core Points - The document outlines the rules for the board of directors of ZTE-Shenyang Commercial Building (Group) Co., Ltd, aiming to standardize decision-making processes and enhance governance [1][2][3] Chapter Summaries Chapter 1: General Principles - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and ensuring compliance with laws and regulations [1][2] - The securities department handles daily affairs of the board [1] Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with at least one-third being independent directors [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [2][3] Chapter 3: Powers of the Chairman - The chairman presides over meetings, ensures execution of board resolutions, and has special authority in emergencies [3][4] Chapter 4: Board Meetings - The board must meet at least twice a year, with meetings convened by the chairman [4][5] - Special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [4][5] Chapter 5: Meeting Procedures - Meetings require a quorum of over half the directors, and decisions must be made through a majority vote [6][7] - Directors must attend meetings in person or delegate their voting rights appropriately [8][9] Chapter 6: Documentation and Record-Keeping - Meeting records must be maintained for at least 10 years, including minutes, attendance, and voting results [12][13]