美芝股份: 董事会议事规则（2025年7月修订）

Group 1 - The purpose of the rules is to standardize the board's decision-making process, protect shareholders' rights, and enhance the board's operational efficiency [1] - The board consists of 9 directors, including 3 independent directors, elected for a term of three years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and management structures [2][4] Group 2 - The board must consult the company's party committee before making significant decisions [3] - The board is responsible for establishing strict review and decision-making procedures for external investments and major transactions [3][4] - Transactions exceeding certain thresholds must be reviewed and disclosed by the board [4][5] Group 3 - The board has established specialized committees, including audit, strategy, nomination, and compensation committees, to assist in its functions [6] - Regular board meetings are held at least twice a year, with procedures for both regular and temporary meetings outlined [7][8] Group 4 - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [9][12] - The board meeting requires a quorum of more than half of the directors to be valid [13][14] - Voting procedures are clearly defined, with provisions for proxy voting and the need for independent directors' approval on certain matters [16][17] Group 5 - Decisions made by the board must be reported to the Shenzhen Stock Exchange, including details of the meeting and voting results [19][20] - The board is responsible for ensuring the implementation of its resolutions and maintaining records of meetings for at least ten years [30][31]