大富科技: 董事会议事规则（2025年7月修订）

General Provisions - The rules are established to standardize the behavior of the board of directors of Dafu Technology (Anhui) Co., Ltd., ensuring democratic and scientific decision-making in line with modern corporate governance needs [1][2] - The board of directors is the decision-making body responsible for the company's development goals and major operational activities [1][2] Board Composition and Committees - The board consists of members as stipulated in the company's articles of association and includes an office, audit committee, remuneration and assessment committee, and strategic committee [2][3] - The board appoints a secretary to handle daily affairs and a securities representative to assist the secretary [2] Decision-Making Authority - The board has the authority to determine approval limits for external investments, asset acquisitions, and other significant transactions within the scope authorized by the shareholders' meeting [2][3] - Transactions involving total assets below 50% of the latest audited total assets or specific financial thresholds require board approval [3][4] Meeting Procedures - The board must hold at least two regular meetings each year, with notifications sent out in advance [7][8] - Meetings can be convened by the chairman or, in their absence, by the vice-chairman or a majority of directors [6][7] Voting and Resolutions - Resolutions require a majority vote from attending directors, with specific rules for related party transactions and conflicts of interest [15][16] - The board must adhere to the authorization from the shareholders' meeting and cannot exceed its powers in decision-making [16][18] Documentation and Record-Keeping - The board secretary is responsible for maintaining records of meetings, including attendance, agenda, and voting results [17][20] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [18][20] Compliance and Amendments - The rules are subject to national laws and regulations, and any conflicts with the company's articles of association will defer to the latter [20][49] - The rules take effect upon approval by the shareholders' meeting [49]