温州宏丰: 董事会议事规则（2025年5月修订）

Core Points - The document outlines the rules for the board of directors of Wenzhou Hongfeng Electric Alloy Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][31] - The board consists of 9 members, including 1 employee representative and 3 independent directors, with a chairman elected by a majority of the board [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and making decisions on significant investments and operational plans [1][3] Group 1 - The board is responsible for reporting to the shareholders and executing their resolutions [1][3] - The board has the authority to decide on external investments, asset acquisitions, and financial guarantees, with specific thresholds for transactions requiring shareholder approval [2][3] - Regular board meetings must occur at least twice a year, with provisions for temporary meetings under certain circumstances [5][6] Group 2 - Proposals for regular meetings must be prepared by the board secretary after consulting with board members [4] - The chairman is responsible for convening and presiding over meetings, with provisions for alternative arrangements if the chairman is unavailable [5][6] - Meeting notifications must be sent out in advance, with specific requirements for content and delivery methods [6][10] Group 3 - Board meetings require a quorum of more than half of the directors to be valid, and provisions exist for proxy attendance [7][8] - Voting procedures are clearly defined, with each director having one vote and specific rules for abstentions and conflicts of interest [10][12] - Meeting records must be maintained, including attendance, discussions, and voting results, with a retention period of 15 years [13][30]