方直科技: 董事会议事规则（2025年5月修订）

Core Points - The document outlines the rules and procedures for the board of directors of Shenzhen Fangzhi Technology Co., Ltd, aiming to enhance governance and decision-making efficiency [1] Group 1: Board Composition and Responsibilities - The board consists of 7 directors, including 3 independent directors and 1 chairman, elected by a majority of the board [1] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on major operational and investment plans [3][10] Group 2: Meeting Procedures - The board must hold at least two meetings annually, with notifications sent to all directors 10 days in advance for regular meetings [3] - Proposals for meetings must be submitted in writing, detailing the proposer’s information and the agenda [4][5] - Meetings can be called by shareholders or directors under specific conditions, and the chairman is responsible for convening and presiding over meetings [3][9] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for related party transactions and conflicts of interest [10][21] - Voting can be conducted through various methods, including in-person, video, or electronic means, ensuring all directors can express their opinions [7][19] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results, and must be signed by the directors [11][28] - The board secretary is responsible for maintaining all meeting documentation for a minimum of ten years [12][13]