Workflow
董事会运作规范
icon
Search documents
ST华通: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Group 1 - The purpose of the rules is to standardize the decision-making process and enhance the operational efficiency of the board of directors of Zhejiang Century Huatong Group Co., Ltd. [1] - The board of directors is required to hold at least two regular meetings each year, one in each half of the year [1] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [1] Group 2 - Temporary meetings can be called under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights or by a third of the directors [1] - Written proposals for temporary meetings must include the proposer’s name, reasons for the proposal, and specific details about the meeting [1][2] - The chairman must convene the meeting within ten days of receiving a valid proposal [1] Group 3 - Meetings must have a quorum of more than half of the directors present to be valid [2][3] - Directors are expected to attend meetings in person, but can delegate their voting rights through a written proxy if unable to attend [3] - The board must adhere strictly to the authority granted by the shareholders and the company’s articles of association [5] Group 4 - Decisions regarding profit distribution and capital reserve transfers require prior notification to auditors for an audit report [5] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [5] - Meeting records must include details such as the date, attendees, agenda, and voting results [5][6] Group 5 - The board must ensure confidentiality regarding decisions until they are officially announced [5] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their status in future meetings [5] - Meeting archives must be maintained for at least ten years, including all relevant documentation [5]
天新药业: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-29 16:17
General Provisions - The rules aim to standardize the board's decision-making processes and enhance operational efficiency in accordance with relevant laws and regulations [1][2] - The board is required to hold at least two regular meetings each year [1] Proposals and Meetings - Shareholders with more than 10% voting rights or one-third of the directors can propose a temporary board meeting, which must be convened within 10 days [2] - The board secretary must forward written proposals to the chairman on the same day they are received [2][3] - Meeting notifications must be sent out 10 days in advance for regular meetings and 3 days for temporary meetings [4] Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [6] - Directors can attend meetings in person or delegate another director to attend on their behalf, with specific rules regarding delegation [7] - Meetings can be held in person or via electronic means, ensuring all directors can communicate effectively [8] Voting and Resolutions - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [29] - Resolutions require more than half of the total number of directors to pass, unless otherwise specified by law or company regulations [34] - Directors must avoid voting on matters where they have a conflict of interest [38] Documentation and Record Keeping - Meeting records must be accurate and include details such as date, attendees, agenda, and voting results [44] - Meeting archives must be maintained for at least ten years [49] - The rules will take effect upon approval by the shareholders' meeting and will replace previous regulations [52]
青岛双星: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 13:14
Core Points - The document outlines the rules for the board of directors of Qingdao Double Star Co., Ltd, emphasizing the board's rights, obligations, and responsibilities in corporate governance [1] - The board is responsible for managing the company in accordance with the decisions made by the shareholders and the company's articles of association [2] - The board must adhere to relevant laws and regulations to protect the interests of the company and its shareholders [3] Summary by Sections Board Authority and Responsibilities - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and determine the company's operational plans and investment strategies [1][2] - It is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [1][2] - The board also decides on external investments, asset transactions, and internal management structures [1][2] Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [6] - Special meetings can be called under specific circumstances, such as shareholder requests or audit committee proposals [8] - Meeting notifications must include the date, location, agenda, and other relevant details [10] Voting and Decision-Making - A quorum of more than half of the directors is required for meetings, and each director has one vote [12] - Directors with conflicts of interest must disclose their relationships and cannot vote on related matters [7][12] - Decisions require a majority vote from attending directors, with specific rules for related party transactions [17][20] Documentation and Record-Keeping - Meeting minutes must be comprehensive and accurately reflect discussions and decisions made [22] - Records should be maintained for at least ten years as part of the company's important archives [23] - The board is responsible for interpreting and amending these rules as necessary [28][29]
维科精密: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-31 16:15
General Overview - The company establishes rules to regulate its operations, improve corporate governance, and protect the rights of shareholders, ensuring efficient decision-making by the board of directors [1] Board of Directors Structure - The board of directors is the executive and decision-making body of the company, managing its assets according to relevant laws and the company's articles of association [1] - The board must include at least one employee representative if the company has over 300 employees, elected through democratic means [1] Board Meeting Procedures - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [2] - The chairman is responsible for convening meetings and must do so within ten days upon receiving proposals from shareholders or board members [2][3] - Meeting notifications must be sent out in advance, detailing the date, location, agenda, and other necessary information [5][6] Proposal and Voting Process - Proposals for board meetings must be clear and accompanied by relevant materials, which can be modified upon request from the chairman [3][4] - Board meetings require a quorum of more than half of the directors to proceed, and decisions are made based on majority votes [7][19] - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [10] Documentation and Record-Keeping - The company must maintain accurate records of board meetings, including attendance, proposals discussed, and voting results [12][13] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [13][30] Compliance and Confidentiality - The board must act within the authority granted by the shareholders and the company's articles of association, avoiding any overreach [21][22] - All participants in board meetings are required to maintain confidentiality regarding the decisions made until officially announced [14][33]
胜宏科技: 董事会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-29 16:43
General Provisions - The rules are established to standardize the decision-making process of the board of directors of Shenghong Technology (Huizhou) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [2] - The board consists of 8 directors, including 3 independent directors and 1 employee representative director [3] Board Structure and Responsibilities - The board is required to establish an audit committee and may set up other specialized committees as needed [3] - The board has the authority to make significant decisions regarding mergers, acquisitions, and changes in company structure [3][6] - The board must explain any non-standard audit opinions issued by the registered accountants to the shareholders [4] Investment and Asset Management - Any external investments or asset transactions exceeding 10% of the company's audited total assets must be reviewed by the board [8] - Transactions involving assets exceeding 50% of the company's audited total assets require both board approval and shareholder review [9] Meeting Procedures - The board must hold at least two regular meetings annually [11] - A temporary meeting can be called under specific circumstances, and the notice must be sent out in advance [15][18] - A quorum for board meetings requires the presence of more than half of the directors [23] Voting and Resolutions - Each proposal must be discussed thoroughly before voting, and decisions require a majority of the directors present [32][35] - Directors with conflicts of interest must abstain from voting on related matters [20] Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including attendance, agenda, and resolutions [43][48] - Meeting records must be signed by the attending directors to confirm their agreement with the content [22]
红四方: 红四方董事会议事规则
Zheng Quan Zhi Xing· 2025-06-23 14:40
Core Points - The document outlines the rules for the board of directors of Zhongyan Anhui Hong Sifang Fertilizer Co., Ltd, aiming to standardize the board's responsibilities, authority, and decision-making processes [1][2] - The board consists of 9 directors, including 3 independent directors, and is responsible for managing the company's assets and making operational decisions [1][2] - Regular meetings must be held at least twice a year, while special meetings can be called under specific circumstances [2][3] Group 1 - The board of directors is elected by the shareholders and is accountable to them [1] - The board meetings can be regular or temporary, with specific procedures for calling and conducting these meetings [2][3] - The board must ensure that a majority of directors are present for meetings to be valid [11][12] Group 2 - Proposals for meetings must be clearly defined and submitted in writing, with specific requirements for the content of these proposals [6][9] - Voting during meetings is conducted on a one-person-one-vote basis, with options for approval, disapproval, or abstention [17][19] - The board must maintain accurate records of meetings, including attendance, discussions, and voting outcomes [26][30] Group 3 - Directors are required to attend meetings in person or delegate their voting rights to another director under strict conditions [12][13] - The board must adhere to the company's articles of association and relevant laws when making decisions [21][22] - Decisions regarding profit distribution must be preceded by an audit report from a registered accountant [22][23]
烽火电子: 陕西烽火电子股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-06-09 13:09
General Principles - The rules are established to protect the interests of the company and its shareholders, ensuring efficient and orderly decision-making by the board of directors [2] - The board consists of directors and the board secretary, with the general manager attending as a non-voting participant [2][3] - The board must act within the scope defined by the Company Law, company articles, and these rules [2] Meeting Procedures - Regular meetings are held four times a year, while special meetings can be called under specific circumstances [4][9] - Meetings can be conducted in person or through electronic means, ensuring that all directors can express their opinions [4][12] - A quorum requires the presence of more than half of the directors, with specific rules for certain decisions requiring a two-thirds majority [13][36] Voting and Proposals - Each director has one vote, and proposals must be clearly stated in the meeting notice [31][32] - Directors must declare any conflicts of interest and abstain from voting on related matters [16][17] - Proposals submitted for board review must undergo a compliance check by the board secretary before being presented [27][28] Meeting Notifications - Notifications for regular meetings must be sent at least ten days in advance, while special meetings require a minimum of three days' notice [18][19] - Notifications must include the meeting date, location, agenda, and the date of notification [19] Meeting Records - Detailed minutes of the meeting must be recorded, including attendance, agenda items, and voting results [42][43] - Meeting records must be accurate and preserved for at least ten years [44] Confidentiality - All participants in board meetings are bound by confidentiality regarding the meeting's content [45] - Unauthorized disclosure of meeting information is prohibited, and measures must be taken to prevent leaks [51][52]