Core Points - The document outlines the rules for the board of directors of Zhongyuan Home Co., Ltd, aiming to standardize meeting procedures and decision-making processes to enhance the board's operational efficiency and decision-making quality [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 7 directors, including 1 chairman, 1 employee representative director, and 3 independent directors [2][4] - The board is responsible for convening shareholder meetings, executing shareholder resolutions, and making decisions on the company's operational plans and investment proposals [13] Group 2: Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [4][5] - Meeting notifications must be sent out 10 days in advance for regular meetings and 3 days for temporary meetings, with exceptions for urgent situations [9][10] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [20][21] - Proposals that are not approved cannot be reconsidered within a month unless significant changes occur [24] Group 4: Documentation and Record-Keeping - Meeting records must be accurate and comprehensive, reflecting the opinions of attendees and decisions made [27][28] - The board's resolutions must be announced in accordance with stock exchange regulations, and confidentiality is required until the announcement [30][31]

General Principles - The rules are established to standardize the decision-making behavior of the board of directors, ensuring legality, scientific basis, and institutionalization in accordance with the Company Law of the People's Republic of China and the company's articles of association [2][3] - The board of directors is a permanent executive body responsible to the shareholders' meeting and exercises powers granted by laws, regulations, and the company's articles of association [2][3] Board Composition and Meetings - The board consists of one chairman elected by a majority of the directors, with the board secretary responsible for organizing and coordinating meetings [2][3] - Regular meetings are held twice a year, while temporary meetings can be called under specific conditions, requiring the presence of more than half of the directors [4][5] Meeting Notifications - For regular meetings, notifications must be sent in writing ten days in advance, while temporary meetings require a three-day notice, with provisions for urgent situations [4][5] - Important matters requiring board decisions must be communicated to independent directors in advance, allowing them to request additional information if necessary [4][5] Decision-Making Authority - The board has the authority to convene shareholder meetings, execute resolutions, determine operational plans, and make significant investment decisions [6][7] - Certain transactions, such as those involving assets exceeding 10% of the company's audited total assets, require board discussion and resolution [7][8] Voting and Resolutions - Resolutions require a majority vote from all directors, with specific provisions for external guarantees and financial assistance transactions needing a two-thirds majority [9][10] - Directors must express clear voting intentions, and any violations of laws or regulations resulting in economic losses may lead to joint liability for the approving directors [9][10] Meeting Records and Documentation - Meetings must be recorded, including details such as time, location, attendees, agenda, and voting results, with records maintained for at least ten years [12][13] - The board secretary is responsible for preserving meeting records and ensuring compliance with the company's articles of association [12][13] Authority During Intervals - During intervals between board meetings, the chairman and the general manager exercise their respective powers as defined in the company's articles of association [13]

General Principles - The rules aim to standardize the decision-making process of the board of directors and enhance its operational efficiency and scientific decision-making level [1][2] - The board of directors is a permanent institution responsible for business leadership and decision-making, directly accountable to the shareholders [1][3] Board of Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [4][6] - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [5][6] Responsibilities of the Board - The board is responsible for convening shareholder meetings, reporting on work, and making significant decisions regarding company operations, including mergers and acquisitions [8][9] - The board must establish strict review and decision-making procedures for external investments and significant transactions [10][11] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [13][14] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [36][37] Decision-Making and Voting - Directors must disclose any conflicts of interest and abstain from voting on related matters [49][50] - Voting can be conducted through various means, including written ballots and electronic methods, ensuring that all directors can express their opinions [52][53] Record Keeping - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and must be preserved for at least ten years [60][61] - Directors have the right to request that their statements during meetings be recorded [62][63] Amendments and Interpretations - The rules can be amended based on relevant laws and regulations, and the board is responsible for their interpretation [67][68]

上海润达医疗科技股份有限公司 董事会议事规则 上海润达医疗科技股份有限公司 第一条 为了进一步规范上海润达医疗科技股份有限公司（以下简称"公 司"）董事会的议事方式和决策程序，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》、《中华人民共和国证券法》、《上市公司治理准 则》、《上海证券交易所股票上市规则》等有关法律法规、规范性文件和《上海 润达医疗科技股份有限公司章程》（以下简称"《公司章程》"），制订本规则。 第二条 公司依法设立董事会，对股东会负责。 董事会议事规则 （二〇二五年八月） 第一章 总 则 第三条 本规则对公司全体董事、董事会秘书；列席董事会会议的公司高 级管理人员和其他有关人员具有同等的约束力。 第二章 董事会的组成和下设机构 第四条 公司董事会由十一名董事组成，其中独立董事四名，职工代表董 事一名。董事会设董事长一名，副董事长两名。 （四）制订公司的利润分配方案和弥补亏损方案； （一）召集股东会，并向股东会报告工作； （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； （二）执行股东会的决议； （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 ...

Core Points - The document outlines the rules for the board of directors of Baotailong New Materials Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2] - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with a term of three years for directors [1][2] - The board can establish specialized committees such as audit, nomination, and remuneration committees, with independent directors holding a majority in certain committees [1][2] Group 1 - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2][3] - Proposals for regular meetings must be formed after consulting all directors, and independent directors' approval is required for certain matters [4][5] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or directors [5][6] Group 2 - Meeting notifications must be sent out in advance, with specific time frames for regular and temporary meetings [8][9] - The board meeting requires the presence of more than half of the directors to be valid, and the chairman is responsible for convening and presiding over the meetings [6][7] - Directors are expected to attend meetings in person, and if unable to do so, they must provide written authorization for another director to attend on their behalf [7][8] Group 3 - Voting on proposals occurs after thorough discussion, with each director having one vote, and the results must be announced promptly [10][11] - Decisions require a majority vote from the directors present, and specific rules apply for conflicts of interest [12][13] - The board must maintain records of meetings, including minutes and resolutions, which are to be preserved for at least ten years [15][16]

北京双杰电气股份有限公司 第二条 证券部 董事会下设证券部，处理董事会日常事务，董事会秘书兼任证券部负责人。 第三条 定期会议 董事会会议分为定期会议和临时会议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第四条 定期会议提案 在发出召开董事会定期会议的通知前，证券部应当充分征求各董事的意见，初步 形成会议提案后，提交董事长拟定。 董事会议事规则 第一条 宗 旨 为进一步规范本公司董事会的议事方式和决策程序，促使董事和董事会有效地履 行职责，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》《中 华人民共和国证券法》《深圳证券交易所创业板股票上市规则》等法律、法规、规范 性文件及《北京双杰电气股份有限公司章程》（以下简称"《公司章程》"）等有关 规定，制订本规则。 董事长在拟定提案前，应当视需要，征求总经理和其他高级管理人员的意见。 第五条 临时会议 有下列情形之一的，董事会应当召开临时会议： 第六条 临时会议的提议程序 按照前条规定提议召开董事会临时会议的，应当通过证券部或直接向董事长提交 经提议人签字（盖章）的书面提议。书面提议中应当载明下列事项： 提案内容应当属于《公司章程》规 ...

Core Points - The document outlines the rules governing the board of directors of Hefei Aiko Optoelectronics Technology Co., Ltd, aiming to enhance decision-making efficiency and compliance with relevant laws and regulations [1][15]. Group 1: Board Composition and Responsibilities - The board must include one employee representative, elected by the employees, while other directors are elected by the shareholders [2]. - Directors are required to adhere to legal obligations and avoid conflicts of interest, ensuring that personal gains do not interfere with company interests [4][5]. - Directors have a duty of diligence, which includes acting in the best interest of the company and ensuring compliance with laws and regulations [5][6]. Group 2: Board Meetings and Decision-Making - The board must meet at least twice a year, with meetings called by the chairman, who is elected by a majority of the board [8][9]. - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made through various voting methods [12][29]. - Directors must declare any conflicts of interest and abstain from voting on related matters to ensure fair decision-making [13][30]. Group 3: Accountability and Record-Keeping - Meeting minutes must be recorded and maintained for at least ten years, detailing attendance, discussions, and voting outcomes [14][38]. - Directors are held accountable for decisions made during meetings, and those who agree to decisions that violate laws or regulations may face liability [14][39]. - The rules are subject to interpretation by the board and must align with the company's articles of association [15][42].

浙江海正药业股份有限公司董事会议事规则 浙江海正药业股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范浙江海正药业股份有限公司（以下简称"公司"或"本公司"） 董事会的议事方式和决策程序，促使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》 《中华人民共和国证券法》 《上 市公司治理准则》 《上海证券交易所股票上市规则》 《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》及《浙江海正药业股份有限公司公司章程》（以下简称 "《公司章程》"）等有关规定，并结合本公司实际情况，特制订本规则。 公司设董事会，对股东会负责。董事会制定董事会议事规则，以确保董事会落实 股东会决议，提高工作效率，保证科学决策。 第二条 董事会日常事务处理 董事会下设证券管理部，处理董事会日常事务。 董事会秘书管理证券管理部，并保管董事会印章。 第三条 定期会议 董事会会议分为定期会议和临时会议。 董事会每年应当至少在上下两个半年度各召开一次定期会议。 第四条 定期会议的提案 在发出召开董事会定期会议的通知前，证券管理部应当充分征求各董事的意见， 证券管理部在收到上述书面提议 ...

凤凰光学股份有限公司董事会议事规则 （2025 年修订） 第一章 总 则 第一条 按照建立现代企业制度的要求，为明确公司董事会的职责权限，规 范董事会内部机构及运作程序，充分发挥董事会的经营决策机构作用，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》、 《上海证券交易所股票上市规则》以及其他有关法律、行政法规和公司章程，制 定本规则。 第二章 董事会的组成和职权 （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)决定公司因公司章程第二十四条第一款第（三）项、第（五）项、第 （六）项规定的情形收购本公司股份的事项； (八)在股东会授权范围内,决定公司对外投资、收购出售资产、对外担保事 项、委托理财、关联交易、提供财务资助、对外捐赠等事项； 公司董事会设立审计委员会，并根据事先需要设立战略、提名、薪酬与考 核等专门委员会。专门委员会对董事会负责，依照本章程和董事会授权履行职责， 提案应当提交董事会审议决定。专门委员会成员全部由董事组成，其中审计委员 会、提名委员会、薪酬与考核委员会中独立董事占多数并担任召集人，审计委员 会成员由董事会从董 ...

Core Points - The document outlines the rules governing the board of directors of Qingdao Haitai Newlight Technology Co., Ltd, aiming to standardize meeting procedures and enhance decision-making efficiency [1][22] - The board is responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1][2] - Directors must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders and acting within the authority granted by the shareholders and the company's articles of association [3][4] Chapter Summaries Chapter 1: General Provisions - The rules are established to regulate the board's meeting procedures and improve decision-making efficiency [1] - The board acts as a permanent body accountable to the shareholders' meeting, responsible for major operational decisions [2][3] Chapter 2: Directors - Directors must be natural persons and cannot serve if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - Directors are elected by the shareholders' meeting for a term of three years and can be re-elected [6][7] - Directors have a duty of loyalty and must not misuse their position for personal gain or harm the company's interests [8][9] Chapter 3: Board Office and Secretary - The board has an office responsible for daily affairs and document management, and a secretary who prepares meetings and manages shareholder information [7][8] Chapter 4: Powers of the Board - The board consists of seven directors, including three independent directors, and is responsible for convening shareholder meetings and executing resolutions [20][21] - The board has the authority to decide on significant operational plans, financial matters, and internal management structures [20][21] Chapter 5: Chairman of the Board - The chairman oversees the board's work, convenes meetings, and ensures the execution of board resolutions [13][14] Chapter 6: Meeting Procedures - Regular meetings must be held at least twice a year, with proper notice given to all directors [28][29] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [31][41] Chapter 7: Voting Procedures - Each director has one vote, and decisions require a majority of the directors present [41][42] - Directors must recuse themselves from voting on matters where they have a conflict of interest [44] Chapter 8: Meeting Records and Resolutions - Meeting records must be kept for at least ten years, detailing decisions and voting outcomes [49][50] - Directors are responsible for the resolutions made during meetings, and failure to comply may result in liability [51][52] Chapter 9: Implementation of Resolutions - The general manager is responsible for implementing board resolutions, and the board monitors compliance [52][53] Chapter 10: Amendments and Effectiveness - The rules take effect upon approval by the shareholders' meeting and can be amended as necessary [58][59]