振邦智能: 董事会议事规则（2025年7月）

Core Points - The document outlines the rules governing the board of directors of Shenzhen Zhenbang Intelligent Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Group 1: General Principles - The rules are established to ensure the board operates within the framework of the Company Law and the company's articles of association [1] - The board is accountable to the shareholders' meeting [1] Group 2: Composition and Powers of the Board - The board consists of 5 directors, including 2 independent directors, with independent directors making up at least one-third of the board [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and determining operational plans and investment proposals [2][3] Group 3: Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders' meeting for approval [3] - The board is responsible for establishing strict review and decision-making processes for significant investments and transactions [3][4] Group 4: Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening them [9] - Meetings can be proposed by shareholders or directors, and must be notified in advance [9][10] Group 5: Special Committees - The board establishes specialized committees, including an audit committee, to oversee financial information and audit processes [14][15] - Other committees include strategic, nomination, and compensation committees, each with specific responsibilities [15][17]