中孚信息: 中孚信息董事会议事规则（2025年7月）

Core Points - The document outlines the rules governing the board of directors of Zhongfu Information Co., Ltd, emphasizing the responsibilities, election procedures, and obligations of directors [1][2][3] Group 1: General Provisions - The board of directors is established to manage the company's assets and is accountable to the shareholders [1] - The rules serve as a binding legal document for the internal organization, meetings, and decision-making processes of the board [1] Group 2: Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as being banned from the securities market [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [5] Group 3: Election Procedures - Candidates for directors must be nominated by existing board members or shareholders holding more than 3% of shares [6] - Detailed information about candidates must be disclosed to shareholders before voting [6] Group 4: Duties and Obligations - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [8][9] - Directors must act diligently and in the best interest of the company, ensuring compliance with laws and regulations [9] Group 5: Board Meetings - Board meetings can be regular or temporary, with specific procedures for calling and conducting these meetings [26][27] - A quorum for meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [38][43] Group 6: Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including minutes and attendance [26][54] - Meeting records must be kept for a period of 10 years [54]