*ST艾艾: 董事会议事规则

Core Points - The document outlines the rules and procedures for the board of directors to ensure effective governance and decision-making within the company [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is responsible for making decisions and overseeing the company's operations, with a secretary managing daily affairs [2][3] - Regular meetings must be held at least twice a year, while special meetings can be called under specific circumstances [4][5] - Proposals for meetings must be prepared in consultation with board members and submitted to the chairman for approval [4][5] Group 2: Meeting Procedures - Meeting notifications must be sent out in advance, with specific timelines for regular and special meetings [4][5] - Meetings can be conducted in person or through electronic means, ensuring all directors can participate [7][8] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [5][19] Group 3: Voting and Decision-Making - Each director has one vote, and the voting process must be transparent, with clear documentation of results [18][19] - Proposals that are not approved cannot be reconsidered within a month unless significant changes occur [23] - Directors must recuse themselves from voting on matters where they have a conflict of interest [10][19] Group 4: Documentation and Record-Keeping - Meeting records must be maintained, including attendance, proposals discussed, and voting outcomes [26][28] - The board secretary is responsible for preserving all meeting-related documents for a minimum of ten years [31] - Confidentiality regarding decisions made during meetings is mandatory until official announcements are made [13][29]