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国晟科技: 董事会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Group 1 - The board of directors is the executive body of the shareholders' meeting and is responsible for the company's operational decision-making [1][2] - The board must hold at least two regular meetings each year [4] - Proposals for regular meetings should be formed after consulting all directors and submitted by the chairman [5][6] Group 2 - Temporary meetings must be convened under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights [2][4] - Proposals for temporary meetings must be submitted in writing, detailing the proposer, reasons, and specific proposals [2][3] - The chairman is responsible for convening and presiding over board meetings [8][9] Group 3 - The board has the authority to make significant decisions, including major acquisitions, investments, and management appointments [3][4] - External guarantees require approval from a majority of directors and independent directors [4][5] - The chairman must ensure the board operates within its legal and statutory authority [12][14] Group 4 - Meeting notifications must be sent out in advance, with specific timelines for regular and temporary meetings [7][8] - Meetings require a quorum of more than half of the directors to be valid [18][19] - Voting procedures are clearly defined, with specific requirements for proposals and decision-making [25][26] Group 5 - Minutes of meetings must be accurately recorded, including attendance, proposals, and voting results [32][33] - Directors are responsible for maintaining confidentiality regarding company matters discussed in meetings [38][39] - The rules are subject to amendments and must align with national laws and regulations [18]