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有研硅: 有研半导体硅材料股份公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Points - The document outlines the rules for the board of directors of Youyan Semiconductor Silicon Materials Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Chapter 1: General Principles - The board of directors is established to be accountable to the shareholders' meeting and is supported by a secretary's office for daily operations [1][2] Chapter 2: Board Meeting Convening - The board must hold at least two regular meetings annually, with the chairman responsible for convening and notifying members ten days in advance [2][4] - Proposals for temporary meetings can be made by shareholders holding over 10% of voting rights or by a majority of independent directors [2][3] Chapter 3: Meeting Procedures - Meetings require a majority of directors to be present to proceed, and directors must attend in person unless they provide a valid reason for absence [12][10] - Voting is conducted by written ballot, with options for approval, disapproval, or abstention [17][18] Chapter 4: Resolutions and Records - Resolutions require a majority approval from attending directors, and specific conditions apply for related party transactions [19][20] - Meeting records must include details such as date, attendees, agenda, and voting results [25][26] Chapter 5: Supplementary Provisions - The rules will take effect after approval by the shareholders' meeting and will be interpreted by the board of directors [33][34]
凯众股份: 上海凯众材料科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-12 13:14
General Principles - The rules are established to clarify the responsibilities and powers of the board of directors, standardize internal structures and operational procedures, and enhance the board's role as the center of business decision-making [2][3] Decision-Making Procedures - The board of directors must operate within the scope defined by the Company Law, Securities Law, and the company's articles of association [3] - The decision-making process includes investment decisions, financial budgeting, profit distribution, senior management appointments, and approval of organizational structures [3][4] Board Meetings - Board meetings can be regular or temporary, with the chairman responsible for convening and presiding over meetings [4][7] - Regular meetings must occur at least twice a year, while temporary meetings can be called under specific circumstances [7][8] Meeting Notifications - Notifications for board meetings must include essential details such as date, location, agenda, and the date of notification [9][14] - Changes to meeting details require prior notice and approval from all attending directors [14] Voting and Records - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [26][31] - Meeting records must be maintained, including attendance, agenda, and voting results, and must be preserved for ten years [35][38] Miscellaneous - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [39][42]
华特达因: 华特达因《董事会议事规则》
Zheng Quan Zhi Xing· 2025-08-07 09:16
Core Points - The document outlines the rules and procedures for the board meetings of Shandong Huate Dain Health Co., Ltd, ensuring compliance with relevant laws and regulations [1][16] - The board has significant decision-making authority, including long-term development, management appointments, performance evaluations, and major financial matters [2][3] Group 1: Board Authority and Responsibilities - The board is responsible for convening shareholder meetings and reporting on its work [2] - It executes shareholder resolutions and decides on the company's operational plans and investment proposals [2][3] - The board formulates profit distribution plans and strategies for capital increase or decrease [2][3] Group 2: Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with specific notification requirements [5][7] - A quorum for meetings requires the presence of more than half of the directors [8] - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [11][12] Group 3: Proposal and Voting Process - Proposals must be within the board's authority and accompanied by relevant materials [6][10] - Voting is conducted by a show of hands, and results must be announced promptly [11][12] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [13][14] Group 4: Documentation and Record Keeping - The board secretary is responsible for recording meeting minutes and maintaining documentation, which must be preserved permanently [28][33] - Meeting resolutions and records require signatures from attending directors, and any dissent must be documented [29][30]
五矿发展: 五矿发展股份有限公司董事会议事规则(修订稿)
Zheng Quan Zhi Xing· 2025-07-04 16:12
Core Points - The document outlines the rules for the board of directors of Wuzhong Development Co., Ltd., aiming to enhance decision-making efficiency and ensure smooth operations [2][27] - The board is required to hold at least four regular meetings annually, with provisions for special meetings as necessary [2][3] Board Authority - The board has the authority to convene shareholder meetings, report on its work, execute shareholder resolutions, and formulate company strategies and annual plans [3][4] - It is responsible for financial planning, profit distribution, capital changes, and major acquisitions or mergers [4][5] - The board can delegate certain powers to the chairman and general manager, with specific decision-making processes outlined [3][4] Decision-Making Procedures - Transactions involving significant asset purchases or sales must be reviewed by the board if they meet certain thresholds, such as 10% of total assets or net assets [4][5] - The board must consider the opinions of the company’s party committee before making major decisions [5] Independent Directors - Independent directors are required to attend meetings, provide opinions on significant matters, and protect the rights of minority shareholders [8][9] - They have special rights, including hiring external consultants and proposing meetings [9][10] Meeting Procedures - Regular and special meetings must be convened with proper notice, and decisions require a majority of directors present [15][25] - The board must maintain confidentiality regarding meeting discussions and decisions until officially disclosed [17][25] Documentation and Record-Keeping - Meeting resolutions must be documented, including attendance, decisions made, and voting results [40][41] - Records must be kept for at least ten years, ensuring transparency and accountability [45][46]
上海电力: 《上海电力股份有限公司董事会议事规则》(经公司第九届董事会第二次会议审议通过,尚需提交股东大会审议)
Zheng Quan Zhi Xing· 2025-03-31 11:22
General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Shanghai Electric Power Co., Ltd. to enhance strategic decision-making and risk management [1][2] - The board is responsible for the company's development goals and major operational decisions, safeguarding the legal rights of the company and all shareholders [1][2] Board Structure and Committees - The board has established specialized committees including the Strategy and Investment Committee, ESG Committee, Nomination Committee, Compensation and Assessment Committee, and Audit and Risk Committee, which are accountable to the board [2][3] - The Strategy and Investment Committee's main responsibilities include researching long-term strategic planning and major investment proposals [2][4] ESG Committee Responsibilities - The ESG Committee is tasked with reviewing the company's ESG development policies, supervising the implementation of ESG strategies, and ensuring compliance with national policies and regulations [3][4] Audit and Risk Committee Functions - The Audit and Risk Committee oversees external and internal audit work, evaluates financial reports, and supervises internal controls and risk management systems [4][5] Nomination and Compensation Committees - The Nomination Committee proposes the composition of the board and selects qualified candidates for directors and senior management [5][6] - The Compensation and Assessment Committee develops compensation plans and evaluates the performance of directors and senior management [6][7] Board Meeting Procedures - The board must hold at least four regular meetings annually, with significant proposals requiring in-person meetings [17][18] - A quorum for board meetings requires the presence of more than half of the directors [18][19] Decision-Making and Voting - Decisions require a majority vote from the directors present, with specific rules for related party transactions and other significant matters [20][21] - Directors must recuse themselves from voting on matters where they have a conflict of interest [21][22] Documentation and Record-Keeping - Meeting records must be comprehensive, including attendance, proposals discussed, and voting results, and must be signed by attendees [24][25] - The board secretary is responsible for maintaining meeting archives for at least ten years [26][27]