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元利科技: 元利化学集团股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-27 16:41
General Provisions - The rules are established to standardize the board meeting procedures and decision-making processes of Yuanli Chemical Group Co., Ltd. [1][2] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Board Office - The board office is responsible for handling daily affairs of the board and is led by the board secretary [2]. Regular Meetings - The board must hold at least one regular meeting in each half of the year [3]. - Proposals for regular meetings should be formed after consulting all directors [4]. Temporary Meetings - Temporary meetings should be convened under specific circumstances, such as legal requirements or proposals from shareholders [3][4]. - Proposals for temporary meetings must be submitted in writing and include relevant materials [4]. Meeting Notification - Notifications for regular and temporary meetings must be sent out at least ten days and five days in advance, respectively [3][4]. - Changes to meeting details must be communicated at least three days prior to the meeting [4]. Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [5]. - Directors are expected to attend meetings in person, and if unable, they must delegate another director with a written authorization [5][6]. Voting and Resolutions - Each proposal must be discussed thoroughly before voting, and resolutions require a majority of votes from the attending directors [19]. - Directors must abstain from voting on proposals where they have a conflict of interest [20]. Meeting Records - The board secretary is responsible for recording meeting minutes, which should include key details such as attendees, proposals discussed, and voting results [26][28]. - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [28][12]. Decision Execution - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status in future meetings [30]. Document Preservation - Meeting documents, including notifications, minutes, and voting records, must be preserved for ten years [31]. Amendments - The rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [32].
佰仁医疗: 佰仁医疗董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 14:02
Core Points - The document outlines the rules and procedures for the board of directors of Beijing Bairen Medical Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance the effectiveness of the board [1][11] Group 1: Board Meeting Structure - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [3] - The board secretary is responsible for handling daily affairs and maintaining the board's seal [2] - A temporary meeting must be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights or by a third of the directors [5] Group 2: Meeting Procedures - Meeting notifications must be sent 10 days prior for regular meetings and 5 days for temporary meetings, with various acceptable notification methods [8] - The meeting must have a quorum of more than half of the directors present to proceed [3] - Directors are expected to attend in person, but if unable, they must review materials and provide written opinions [12] Group 3: Voting and Decision-Making - Each proposal requires a majority vote from the directors present to be approved, with specific rules for abstentions and conflicts of interest [19][20] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [8] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association [21] Group 4: Documentation and Record-Keeping - The board secretary is responsible for recording meeting minutes, which must include details such as attendees, agenda, and voting results [26] - Meeting records and resolutions must be signed by the attending directors, and any dissenting opinions should be documented [10] - All meeting documentation must be preserved for at least ten years [31]
中微半导: 董事会议事规则(草案)(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-08-25 16:34
Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd. to enhance governance and decision-making processes [1][32] - It specifies the frequency and types of board meetings, including regular and temporary meetings, and the procedures for convening them [2][3] Group 1: Meeting Types and Frequency - The board must hold at least four regular meetings annually, including an annual performance meeting and a semi-annual performance meeting [2][3] - The annual performance meeting is to be held within four months after the fiscal year-end to review the annual report [3] - The semi-annual performance meeting is to be held within two months after the first half of the fiscal year [2] Group 2: Proposal and Meeting Procedures - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting [2] - Proposals must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and meeting logistics [4] - The board secretary is responsible for organizing communication with directors and ensuring they receive necessary materials for decision-making [5] Group 3: Voting and Decision-Making - Board meetings require the presence of more than half of the directors to be valid [11] - Each director has one vote, and decisions are made based on majority voting [9][10] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [10][11] Group 4: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, minutes, and voting results [28][29] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [26][27] - The documentation must be kept for ten years [28]
中微半导: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 16:34
Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Group 1: Meeting Types and Procedures - The board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [1] - Regular meetings include an annual performance meeting within four months after the fiscal year-end and a semi-annual performance meeting within two months after the first half of the fiscal year [1][2] Group 2: Proposal and Voting Process - Shareholders with over 10% voting rights or one-third of the directors can propose a temporary board meeting, requiring a written proposal submitted to the board secretary or directly to the chairman [2][3] - The chairman must convene the meeting within ten days of receiving the proposal, and all proposals must be submitted to the board secretary ten days prior to the meeting [2][3] Group 3: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent ten days and three days in advance, respectively, through various means including email and fax [3][5] - A quorum requires the presence of more than half of the directors, and if attendance is insufficient, the chairman and secretary must report to regulatory authorities [5][11] Group 4: Voting and Decision-Making - Each proposal must be discussed thoroughly before voting, with directors allowed to express their opinions freely [8] - Voting is conducted by a show of hands or written ballots, and decisions require a majority of the attending directors [8][10] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, attendance, and voting results, for a period of ten years [13][14] - Directors must sign off on meeting records and can express dissenting opinions in writing [12][14]
振华风光: 贵州振华风光半导体股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-22 16:48
Core Points - The document outlines the rules for the board of directors of Guizhou Zhenhua Wind Power Semiconductor Co., Ltd, aiming to enhance governance structure and decision-making processes [1][2] - The board is accountable to the shareholders and operates within the framework of the Company Law and the company's articles of association [1][2] Chapter Summaries Chapter 1: General Principles - The board of directors is responsible for decision-making within the limits set by the Company Law and the company's articles of association [1] - Board meetings are categorized into regular and temporary meetings, with regular meetings held twice a year [1] Chapter 2: Meeting Notifications - Notifications for regular meetings must be sent at least ten days in advance, while temporary meetings require a three-day notice [2] - All relevant materials must be provided to board members prior to meetings [2] Chapter 3: Voting Procedures - Decisions require a majority vote from all directors, with specific rules for external guarantees requiring a two-thirds majority [3] - Directors must attend meetings in person or delegate their voting rights through a written proxy [3] Chapter 4: Implementation of Resolutions - The general manager is responsible for executing board resolutions and reporting on their implementation [4] - The board monitors the execution of its decisions and holds individuals accountable for any breaches [4] Chapter 5: Meeting Records - Detailed records of meetings must be kept, including attendance, agenda, and voting results [6] - Meeting records must be preserved for at least ten years [6] Chapter 6: Board Authorization - The chairman exercises powers granted by the board during its recess, while the general manager acts according to the articles of association [7] Chapter 7: Supplementary Provisions - The rules serve as an attachment to the company's articles of association and must align with relevant laws [7]
武汉凡谷: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Core Points - The document outlines the rules for the board of directors of Wuhan Fanggu Electronics Technology Co., Ltd, aiming to standardize the decision-making process and improve efficiency [1][18] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][18] Group 1: Board Meeting Procedures - The board must hold at least two regular meetings each year [3] - Proposals for regular meetings should be formed after consulting all directors [4] - Temporary meetings can be called under specific circumstances, such as shareholder requests or proposals from a third of the directors [3][4] Group 2: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent out 10 days and 3 working days in advance, respectively [6] - Meetings require the presence of more than half of the directors to be valid [7] - Directors are encouraged to attend in person but can delegate their voting rights under certain conditions [8][9] Group 3: Voting and Decision-Making - Decisions are made based on a majority vote of the directors present, with each director having one vote [13][15] - Directors with conflicts of interest must abstain from voting on related matters [19] - If a proposal is not approved, it cannot be reconsidered within one month unless significant changes occur [15][22] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results [16][17] - The board secretary is responsible for maintaining all meeting documentation for a period of 10 years [28]
圣农发展: 董事会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Core Points - The document outlines the rules for the board of directors of Fujian Shengnong Development Co., Ltd., aiming to standardize meeting procedures and decision-making processes to enhance the board's operational efficiency and decision-making quality [1][15] Group 1: Meeting Structure - The board of directors must hold at least two regular meetings each year, one in each half of the year [3] - The board can convene temporary meetings under specific circumstances, such as shareholder proposals or requests from regulatory authorities [2][4] - The chairman is responsible for convening and presiding over board meetings, with provisions for alternative arrangements if the chairman is unable to fulfill this role [4][6] Group 2: Proposal and Notification Procedures - Proposals for regular meetings must be prepared by the board office after consulting with directors, and the chairman will finalize them [2][3] - Notifications for regular and temporary meetings must be sent out in advance, with specific timeframes for each type of meeting [4][5] - Changes to meeting notifications must be communicated promptly, and in urgent situations, notifications can be made via phone or other immediate means [5][6] Group 3: Attendance and Voting - Directors are expected to attend meetings in person, but can delegate their voting rights through a written proxy under certain conditions [6][7] - A quorum for meetings requires the presence of more than half of the directors, and specific rules apply to ensure independent directors' participation [11][12] - Voting results must be clearly documented, and independent directors must provide reasons for any dissenting votes [10][11] Group 4: Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for related party transactions and other sensitive matters [19][20] - Meeting records must include detailed documentation of attendance, proposals discussed, and voting outcomes [26][28] - The board secretary is responsible for maintaining meeting archives for a period of ten years [31]
乔治白: 乔治白董事会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Points - The document outlines the rules for the board of directors of Zhejiang George White Clothing Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][14] - The board is required to hold at least two regular meetings each year, one in each half [3] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [4] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or regulatory bodies [7] Group 1 - The board office is responsible for handling daily affairs and maintaining official seals [2] - Meeting notifications must be sent out in advance, with regular meetings requiring ten days' notice and temporary meetings requiring five days [8] - Meetings must have a quorum of more than half of the directors present to be valid [4][11] Group 2 - Directors are expected to attend meetings in person, but can delegate their attendance under certain conditions [5][6] - Voting on proposals is conducted by a show of hands or written ballot, with each director having one vote [17] - Decisions require a majority of the directors present, and specific rules apply for related party transactions [19][20] Group 3 - Meeting records must include details such as attendance, proposals discussed, and voting results [27] - The board secretary is responsible for maintaining meeting archives for ten years [32][34] - Any amendments to the rules must be approved by the shareholders' meeting [14]
铁流股份: 铁流股份有限公司董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the rules for the board of directors of Tieliu Co., Ltd., ensuring compliance with the Company Law of the People's Republic of China and the company's articles of association [1][9] - The board is required to hold regular meetings at least twice a year and can also convene temporary meetings as needed [2][3] - Proposals for temporary meetings can be made by shareholders with more than 1/10 of voting rights or by more than 1/3 of the directors [2][3] Section Summaries General Provisions - The rules are established to regulate the behavior of Tieliu Co., Ltd. and ensure the board acts within legal and statutory frameworks [1] - The board secretary is responsible for handling daily affairs and maintaining the board's seal [1] Board Meetings - Regular meetings must be held at least twice a year, while temporary meetings can be called as necessary, with prior notice given [2][3] - Meeting notifications must include the date, location, and agenda of the meeting [2][3] Proposals and Voting - Proposals for temporary meetings must be submitted in writing and include specific details such as the proposer’s name, reasons for the proposal, and the meeting agenda [2][3] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on majority voting [3][6] Meeting Records - Minutes of the meetings must be recorded, including details such as the date, attendees, agenda, and voting results [6][7] - Directors must sign the meeting records, and any dissenting opinions can be noted in writing [8][9] Implementation of Resolutions - The chairman is responsible for ensuring that board resolutions are implemented and reported in subsequent meetings [8][9]
和林微纳: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-15 09:18
Group 1 - The company aims to standardize the decision-making process of its board of directors to enhance operational efficiency and scientific decision-making levels [1] - The board of directors is required to hold at least two regular meetings annually [3] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [4] Group 2 - Temporary meetings can be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [2][5] - The procedure for proposing a temporary meeting includes submitting a written proposal detailing the proposer’s name, reasons, and specific proposals [2] - The chairman must convene a meeting within ten days of receiving a proposal [2] Group 3 - Board meetings require the presence of more than half of the directors to be valid, and decisions must be approved by a majority [5][10] - Directors are expected to attend meetings in person and may delegate their voting rights under specific conditions [12] - The board has defined decision-making authority for transactions involving significant asset values or profits [15] Group 4 - Meeting notifications must be sent out in advance, with specific content requirements for both regular and temporary meetings [8][9] - Changes to meeting notifications must be communicated at least three days prior to the meeting [9] - Meeting records must be comprehensive and signed by attendees, serving as important documentation for future reference [13][14] Group 5 - The board must ensure that decisions are made within the scope of authority granted by the shareholders and the company’s articles of association [11][15] - Any proposal that is not approved cannot be reconsidered within a month unless significant changes occur [12] - The company is required to disclose board resolutions and significant decisions to the stock exchange promptly [32]