*ST熊猫: 熊猫金控股份有限公司董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules and regulations governing the board of directors of Panda Financial Holdings Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][36] - The board is responsible for ensuring fair treatment of all shareholders and protecting the rights of other stakeholders [2][36] Chapter Summaries Chapter 1: General Principles - The rules are established to clarify the responsibilities and powers of the board of directors, ensuring scientific decision-making and compliance with laws [1] - The terms and conditions not specified in these rules are subject to the company's articles of association [2] Chapter 2: Composition and Powers of the Board - The board consists of a specified number of directors, with at least one-third being independent directors, including one accounting professional [2] - The board has the authority to convene shareholder meetings, execute resolutions, and decide on operational plans and investment strategies [3][4] Chapter 3: Meeting Procedures - The board must hold at least two regular meetings annually, with notifications sent 10 days in advance [5] - Temporary meetings can be called with a 2-day notice, and urgent meetings can be conducted via phone or other means [5][6] Chapter 4: Voting and Resolutions - Decisions require a majority vote from the attending directors, and specific procedures are in place for handling conflicts of interest [10][11] - The board must ensure that all proposals are discussed and voted on, with clear records of the voting outcomes [10][12] Chapter 5: Meeting Records - The board secretary is responsible for maintaining detailed records of meetings, including attendance, agenda, and voting results [30][31] - Records must be preserved for a minimum of 10 years [33] Chapter 6: Implementation and Disclosure of Resolutions - The chairman is tasked with ensuring the implementation of board resolutions and reporting on their status in subsequent meetings [33] - Disclosure of resolutions must comply with stock exchange regulations, and confidentiality is required prior to public announcements [34] Chapter 7: Supplementary Provisions - The rules will be interpreted by the board and take effect upon approval by the shareholders [37][38]