来伊份: 董事会议事规则（2025年6月修订）

Core Points - The document outlines the rules governing the board of directors of Shanghai Laiyifen Co., Ltd, aiming to enhance decision-making processes and corporate governance [1][2][3] Group 1: General Principles - The rules are established to standardize the board's decision-making and operational procedures, ensuring compliance with relevant laws and regulations [1] - The board is responsible for making operational decisions and is accountable to the shareholders [1][2] - All board members, including the secretary and other executives, are equally bound by these rules [1] Group 2: Board Composition and Authority - The board consists of 11 members, including 4 independent directors, with at least one independent director being a professional in accounting [2] - Directors are elected for a term of 3 years and can be re-elected, but independent directors cannot serve more than six consecutive years [2] - The board has the authority to convene shareholder meetings, execute resolutions, and make significant operational decisions, including profit distribution and capital changes [2][3] Group 3: Meeting Procedures - Board meetings require the presence of more than half of the directors to be valid, and independent directors must have equal access to information [4][5] - Regular meetings must be held at least twice a year, while special meetings can be called under specific circumstances [4][5] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [5][6] Group 4: Voting and Decision-Making - Decisions require a majority vote from attending directors, and specific matters may require a higher threshold [10][11] - Directors must disclose any conflicts of interest and cannot vote on matters where they have a personal stake [11][12] - Meeting records must be maintained, including attendance, discussions, and voting results [13][14] Group 5: Reporting and Accountability - The board secretary is responsible for preparing annual reports and ensuring compliance with disclosure requirements [44][45] - The chairman oversees the implementation of board decisions and reports on their execution in subsequent meetings [43][44] - Board meeting records must be kept for 10 years, ensuring transparency and accountability [15]