董事会议事规则

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利欧股份: 董事会议事规则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-07 09:15
General Principles - The rules are established to standardize the board's decision-making process and enhance its operational efficiency and decision-making quality, in accordance with relevant laws and regulations [1][2] - The board of directors is a permanent institution responsible for the company's operational decisions and directly accountable to the shareholders [1][2] Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors are elected or replaced by the shareholders' meeting for a term of three years, with the possibility of re-election [2][3] - In the event of malicious acquisition scenarios, directors can receive compensation equivalent to five times their annual salary if removed from their position [2][3] Board Composition and Responsibilities - The board consists of seven members, including three independent directors, and is responsible for significant corporate decisions such as mergers and acquisitions [6][7] - The board has the authority to make decisions on external investments, asset sales, and management appointments, among other responsibilities [6][7][8] Board Meetings - The board must hold at least four meetings annually, with specific procedures for calling and conducting meetings [14][15] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [30][31] - Meeting records must be maintained, detailing attendance, discussions, and resolutions passed [24][25] Decision-Making and Voting - Proposals for board meetings must be submitted in advance, and directors are expected to review materials thoroughly before voting [36][37] - Voting is conducted through written ballots, and directors must declare any conflicts of interest before participating in votes [41][42][43] Amendments and Compliance - The rules will be effective upon approval by the shareholders' meeting and must be amended in accordance with changes in laws or regulations [54][56][57] - Any discrepancies between these rules and applicable laws will be resolved in favor of the latter [27]
瑞康医药: 董事会议事规则(二〇二五年九月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
General Principles - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Ruikang Pharmaceutical Group Co., Ltd. to enhance effective governance and scientific decision-making [2][3] - The board is accountable to the shareholders' meeting and must operate within the scope defined by the Company Law and the company's articles of association [2] Composition of the Board - The board consists of nine directors, including three independent directors and one employee representative director, with a chairman and possibly a vice-chairman [4] - Directors are elected for a term of three years and can be re-elected; the employee representative director is elected by the employees without shareholder meeting approval [4][5] Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [4][6] - Notice for regular meetings must be sent ten days in advance, while temporary meetings require three days' notice [4][5] - Shareholders holding more than 10% of voting rights or one-third of the directors can propose a temporary meeting [6] Voting and Resolutions - Each proposal requires a majority vote from the attending directors to pass, with specific rules for abstentions and conflicts of interest [8][9] - Directors must avoid voting on proposals where they have a conflict of interest, and decisions must adhere strictly to the authority granted by the shareholders' meeting [9][10] Record Keeping - The board secretary is responsible for maintaining records of meetings, including notices, minutes, and resolutions, which must be preserved for at least ten years [11][29] - Directors must sign off on meeting records and resolutions, and any dissent must be documented [11][12] Amendments and Effectiveness - The rules will be effective upon approval by the shareholders' meeting and can be amended as necessary [12][12]
长青股份: 董事会议事规则
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Provisions - The company establishes a board of directors as its decision-making body, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board must comply with relevant laws and regulations, ensuring diligent and responsible conduct by all directors [1][2] Board Meeting Proposals and Notifications - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying directors ten days in advance [2] - Proposals for temporary meetings can be made by shareholders holding more than 10% of voting rights or one-third of directors [2][5] Board Meeting Convening, Hosting, and Conducting - The chairman convenes and hosts board meetings; if unavailable, the vice-chairman or a majority of directors can do so [6][9] - A quorum requires the presence of more than half of the directors [9] Voting and Resolutions - Each proposal is discussed and voted on, with resolutions requiring a majority of votes from present directors [17][19] - Directors must abstain from voting on matters where they have a conflict of interest [20][21] Meeting Records and Archive Management - The board secretary is responsible for recording meeting minutes, which must include details such as date, attendees, agenda, and voting results [26][27] - Meeting records must be retained for at least ten years [30] Execution of Board Resolutions - The chairman must ensure the execution of board resolutions and report any discrepancies or risks to the board [31][32] Board Expenses - The company provides necessary funding for the board's operations, including director allowances and meeting expenses [32][33]
冰山冷热: 董事会议事规则(2025年第一次临时股东大会审议通过)
Zheng Quan Zhi Xing· 2025-09-04 12:12
Core Points - The document outlines the rules for the board of directors of Iceberg Cold Chain Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][11] - The board is responsible for various powers, including approving major company decisions, appointing senior management, and establishing committees [1][2] - The board must hold at least two meetings annually, with provisions for both regular and temporary meetings [2][3] Board Authority - The board has the authority to approve significant company changes, including mergers, acquisitions, and financial transactions [1][2] - It is required to establish an audit committee and may form a compensation and assessment committee, with independent directors holding a majority [1][2] Meeting Procedures - Regular meetings require a ten-day notice, while temporary meetings need a five-day notice [3][4] - Proposals for meetings must be submitted in writing, detailing the agenda and relevant materials [3][4] - Meetings can be conducted in person or through electronic means, ensuring all directors can express their opinions [4][5] Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [6][8] - Proposals not included in the meeting notice cannot be voted on unless all directors agree [7][19] - Meeting records must be maintained, including attendance, agenda, and voting results [25][26] Confidentiality and Compliance - Directors and attendees are obligated to maintain confidentiality regarding meeting resolutions until officially announced [10][29] - The board must act within the authority granted by the shareholders and the company’s articles of association [9][22]
海油工程: 海油工程董事会议事规则
Zheng Quan Zhi Xing· 2025-09-04 11:14
Group 1 - The purpose of the rules is to standardize the decision-making process and operational procedures of the board of directors of the company, enhancing effective performance and scientific decision-making [2][3] - The board of directors has the authority to formulate company strategies, approve annual financial budgets, and decide on major income distribution plans [3][5] - The board is responsible for guiding and evaluating internal audit work, approving annual audit plans, and ensuring the implementation of risk management and internal control systems [5][6] Group 2 - The chairman of the board has specific responsibilities, including convening meetings, organizing strategic research, and overseeing the internal audit process [5][6] - The board has established specialized committees, such as the remuneration and audit committees, to assist in decision-making and ensure effective governance [6][7] - Regular board meetings are required to be held at least twice a year, with provisions for temporary meetings under specific circumstances [7][8] Group 3 - Proposals for board meetings must be clearly defined and submitted in writing, with a requirement for the chairman to convene a meeting within ten days upon receiving a proposal [8][9] - The board meeting requires a quorum of more than half of the directors to be present for decisions to be valid, and decisions are made based on majority votes [14][15] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [16][17] Group 4 - The board must maintain detailed records of meetings, including attendance, agenda, and voting results, which are to be preserved for at least ten years [29][34] - The rules are subject to approval by the shareholders' meeting and can be modified as necessary [20]
美埃科技: 董事会议事规则
Zheng Quan Zhi Xing· 2025-09-03 11:17
General Provisions - The rules are established to standardize the decision-making process of the board of directors of Meiyah (China) Environmental Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [1][3]. Qualifications and Responsibilities of Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as lack of civil capacity or criminal convictions related to financial misconduct [3][4]. - Directors are elected by the shareholders for a term of three years and may be re-elected [4][5]. - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their personal interests do not interfere with the company's interests [4][5]. Board Structure and Powers - The board consists of seven directors, including one chairman and three independent directors [7][8]. - The board is responsible for making significant decisions regarding the company's operations, including investment plans, profit distribution, and major acquisitions [8][9][10]. Board Meetings - The board must hold at least two regular meetings annually, with additional meetings called as necessary [14][26]. - A quorum for board meetings requires the presence of more than half of the directors [40]. - Decisions are made through voting, with each director having one vote, and resolutions require a majority to pass [57][66]. Confidentiality and Accountability - Directors are obligated to maintain confidentiality regarding company secrets and must not disclose sensitive information [82]. - Directors are accountable for their decisions, and if a resolution leads to significant losses due to legal violations, they may be held liable for damages [78][80]. Amendments and Effectiveness - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [84][85].
甬金股份: 董事会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
General Principles - The board of directors is the executive body of the shareholders' meeting and the decision-making body for the company's management, responsible for major operational decisions aimed at maximizing shareholder interests [1][2] - The rules are binding on all directors of the company and are established to ensure efficient decision-making and compliance with relevant laws and regulations [1][2] Directors - Directors must be natural persons and are not required to hold shares in the company. Certain disqualifications for directors are outlined, including criminal convictions and bankruptcy responsibilities [2][3] - Directors are elected by the shareholders' meeting for a term of three years, with provisions for re-election and replacement [3][4] - Directors have fiduciary duties to the company, including obligations to act in the company's best interests and to avoid conflicts of interest [4][5] Board of Directors - The board consists of nine directors, including three independent directors and one employee representative, with a chairman elected by the board [8][9] - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and the appointment of senior management [9][10] - The board must establish strict review and decision-making procedures for major investments and transactions, requiring approval for transactions exceeding specified thresholds [11][12] Board Meetings - The board must hold at least two meetings annually, with provisions for regular and temporary meetings [17][18] - Meeting notifications must be sent in advance, and attendance is mandatory for directors, who may delegate their voting rights under certain conditions [19][20] - Decisions require a majority vote from attending directors, and detailed records of meetings must be maintained [23][24] Committees - The board establishes specialized committees, including an audit committee responsible for overseeing financial reporting and internal controls [30][31] - Committees must report their findings and recommendations to the board, and their proposals must be documented and disclosed if not fully adopted [32][33] Amendments and Implementation - The rules are effective upon approval by the shareholders' meeting and must be revised in accordance with changes in laws and regulations [29][30] - The board is responsible for interpreting the rules and ensuring compliance with legal standards [29][30]
新疆天业: 新疆天业股份有限公司董事会议事规则(2025年9月1日修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The document outlines the rules for the board of directors of Xinjiang Tianye Co., Ltd, aiming to standardize decision-making processes and enhance governance [2][4] - The board consists of 9 directors, including 1 employee director and 3 independent directors, with a term of 3 years [4][5] - Regular and temporary meetings are defined, with specific procedures for convening and conducting these meetings [5][6][10] Group 1 - The board is responsible for making decisions that protect the interests of shareholders and the company, adhering to relevant laws and regulations [2][4] - Directors must attend meetings in person or delegate their voting rights through a written proxy, with specific rules governing such delegations [8][9] - The board must have a quorum of more than half of its members present to conduct meetings, and decisions require majority approval [14][22] Group 2 - The board has established specialized committees, including an audit committee and a strategic committee, to oversee specific areas of governance [19][20] - Each committee is required to have a majority of independent directors and must report their findings and recommendations to the board [20][21] - The rules stipulate that all meetings must be documented accurately, with records maintained for at least ten years [30][37]
和林微纳: 董事会议事规则(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:08
Core Points - The company has established rules to regulate the board of directors' meeting procedures and decision-making processes to enhance governance and decision-making quality [1][15] - The board is required to hold at least four regular meetings annually [3][4] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [3][4] Group 1: Meeting Types and Procedures - The board can convene temporary meetings under specific circumstances, such as shareholder requests or audit committee proposals [2][5] - Written proposals for temporary meetings must include details such as the proposer’s name, reasons for the proposal, and specific agenda items [2][5] - The chairman is responsible for convening and presiding over board meetings, with provisions for alternate arrangements if the chairman is unavailable [2][7] Group 2: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent out 14 days and 3 days in advance, respectively, with confirmation required for non-direct delivery methods [4][5] - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of those present [11][12] - Directors are expected to attend meetings in person, but may delegate their voting rights under specific conditions [12][13] Group 3: Decision-Making and Voting - The board has defined decision-making authority for transactions involving significant asset values or financial thresholds, such as 10% of total assets or market value [15][8] - Voting procedures require clear expression of opinions, and proposals not included in the meeting notice cannot be voted on without unanimous consent [10][19] - The results of votes must be recorded and announced promptly, with specific requirements for documenting dissenting opinions [19][29] Group 4: Documentation and Disclosure - Meeting records must be comprehensive and accurately reflect discussions and decisions made during the meetings [27][28] - The company is obligated to disclose board resolutions and significant decisions to the stock exchange in a timely manner [32][33] - The rules are subject to modification in accordance with changes in relevant laws and regulations, ensuring compliance with the latest legal standards [16][15]
海汽集团: 海汽集团2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-01 10:19
Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order and efficiency during the meeting [1][2][3] - The meeting will include discussions on several key proposals, including the establishment of rules for shareholder meetings, cumulative voting procedures, and the appointment of the auditing firm for 2025 [4][5][6] Meeting Procedures - Shareholders wishing to speak must raise their hands and introduce themselves, stating their shareholding details, with a limit of two speeches per shareholder, each not exceeding five minutes [2][3] - Voting will be conducted through written and online methods, with each share carrying one vote [2][3] - The company will not distribute gifts to attendees to protect the interests of all shareholders [3] Agenda Items - The agenda includes the establishment of rules for shareholder meetings, cumulative voting implementation details, and network voting procedures [4][6][7] - A proposal to revise the board meeting rules is also on the agenda [10] - The company plans to reappoint the auditing firm, Deloitte Touche Tohmatsu Certified Public Accountants LLP, for the 2025 fiscal year [11][14] Auditing Firm Details - Deloitte Touche Tohmatsu was established on December 22, 2011, and has nearly 6,000 employees, including 1,359 registered accountants [11][12] - The firm reported a revenue of 2.614 billion yuan in 2024, with 2.103 billion yuan from auditing services [11] - The proposal for reappointment has been approved by the company's audit committee and board of directors [14]