宣亚国际: 《董事会议事规则》（2025年7月）

General Principles - The rules are established to standardize the board meeting procedures of Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [1][2] - The board is responsible for various key functions including convening shareholder meetings, formulating profit distribution plans, and making significant corporate decisions such as mergers and acquisitions [2][4] Board Structure and Committees - The board has specialized committees including audit, strategy, nomination, and compensation committees, which are accountable to the board and must submit proposals for board review [1][2] - The audit committee must have a majority of independent directors and is led by a professional accountant [1][2] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [5][6] - Temporary meetings can be called under specific circumstances, and proposals for such meetings must be submitted in writing [6][7] Proposal and Notification Process - Proposals for board meetings must be clear and specific, and the board secretary is responsible for notifying all directors at least ten days in advance for regular meetings [8][9] - In urgent situations, the notification period can be shortened to five days, provided all directors agree [7][10] Voting and Decision-Making - Decisions require a majority of directors present, and certain significant decisions require a two-thirds majority [19][20] - Directors must disclose any conflicts of interest and abstain from voting on related matters [20][21] Record Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [24][25] - Records are to be maintained for ten years [25] Specialized Committees - The board has established specialized committees such as the audit committee, which oversees financial reporting and internal controls, and the nomination and compensation committees, which handle the selection and remuneration of directors and senior management [27][28][29] - Each committee must have a majority of independent directors and is responsible for making recommendations to the board [28][29]