拓尔思: 董事会议事规则（2025年7月）

General Provisions - The rules are established to standardize the company's behavior, improve the decision-making process of the board of directors, and ensure effective performance of its responsibilities [1] - The board of directors is the decision-making body for company management and is accountable to the shareholders' meeting [1] Board Composition and Responsibilities - The board consists of seven directors, including one chairman, one vice-chairman, three independent directors, and one employee representative director [2] - The board has established specialized committees, including the audit committee, strategy committee, nomination committee, and remuneration and assessment committee, which are responsible to the board [2] Board Powers - The board has the authority to convene shareholder meetings, report on work, formulate profit distribution plans, and decide on major acquisitions and capital changes [6][4] - The board must establish strict review and decision-making procedures for external investments, asset acquisitions, and related transactions [3] Meeting Procedures - The board meetings can be regular or temporary, with at least two meetings held annually [9] - A temporary meeting must be convened under specific circumstances, such as shareholder requests or regulatory requirements [10] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific provisions for related party transactions and financial assistance [30][15] - The board must ensure that independent directors are not influenced by related parties during voting [15] Documentation and Record-Keeping - Meeting records must be created, detailing the meeting's decisions, attendees, and voting results [35] - The board secretary is responsible for maintaining meeting archives for at least ten years [39] Amendments and Compliance - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [41] - Any matters not covered by these rules will be governed by national laws and the company's articles of association [42]