争光股份: 董事会议事规则（2025年7月）

General Principles - The rules are established to regulate the operation of the board of directors of Zhejiang Zhangguang Industrial Co., Ltd. and to enhance efficient operation and scientific decision-making [1] Composition of the Board - The board consists of 7 directors, including 3 independent directors and 1 employee representative director, with a chairman elected by a majority of the board [2] - Directors are elected for a term of three years and can be re-elected; they cannot be dismissed without cause before the term ends [2][3] - Directors must adhere to legal obligations and fulfill their duties with loyalty and diligence [2][3] Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and decide on the company's operational plans and investment proposals [4][5] - The board is responsible for significant corporate actions such as capital changes, mergers, and acquisitions, and must establish strict review and decision-making procedures for external investments and related transactions [4][5][6] Meeting Procedures - Board meetings are convened by the chairman, and a majority of directors must be present for the meeting to be valid [15] - Regular meetings are held at least twice a year, with notifications sent out 10 days in advance [8][15] - Directors can delegate their voting rights to other directors in writing, but cannot accept more than two proxies [9][11] Voting and Resolutions - Each director has one vote, and resolutions require a majority approval from attending directors [11][12] - Directors must abstain from voting on matters where they have a conflict of interest, and decisions must be made by a majority of disinterested directors [12][13] Implementation of Resolutions - After a resolution is passed, the general manager is responsible for its implementation and must report on the execution status to the board [36][37] - The board secretary oversees the progress of resolutions and reports significant issues to the board and chairman [38] Miscellaneous - These rules serve as an appendix to the company's articles of association and will take effect upon approval by the shareholders [39][41]