ST任子行: 董事会议事规则（2025年7月）

General Principles - The rules are established to ensure the independent, standardized, and effective exercise of the board's powers, enhancing decision-making efficiency based on relevant laws and the company's actual situation [1][2] - The board of directors is the business execution and decision-making body of the company, responsible for managing the company's assets and accountable to the shareholders' meeting [1][2] Composition and Committees - The board consists of 7 directors, including 3 independent directors, one of whom is a professional accountant and one is a representative of employees [1][2] - The board has established an audit committee and a remuneration and assessment committee, with independent directors making up the majority and serving as conveners [2] Board Meetings - The board must hold at least 2 regular meetings annually, with a written notice sent to all directors 10 days prior to the meeting [4][5] - The chairman of the board is responsible for convening and presiding over meetings, and if unable to do so, a majority of directors can elect one to preside [4][5] Proposals and Voting - Proposals for regular meetings are formed through a process that includes soliciting opinions from directors and drafting proposals by the chairman [14][15] - Decisions require a majority vote from the directors present, and specific conditions apply for related party transactions [36][37] Meeting Records - Meeting records must be kept, including details such as the date, attendees, agenda, and voting results, and must be signed by attendees [43][44] - The board secretary is responsible for ensuring that resolutions are disclosed accurately and in compliance with regulations [46][47] Amendments and Interpretations - Any amendments to these rules must be proposed by the board and approved by the shareholders' meeting to take effect [48][50] - The board is responsible for interpreting these rules [50]