General Provisions - The rules are established to standardize the decision-making process of the board of directors of Zhejiang Fengmao Technology Co., Ltd. and enhance its operational efficiency [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee director, with a chairman elected by a majority of the board [2] - The board has various powers, including convening shareholder meetings, executing shareholder resolutions, deciding on business plans and investment proposals, and managing internal structures [2][3] Transaction Approval Standards - Transactions exceeding certain thresholds must be submitted for board approval, including those where the asset total exceeds 10% of the latest audited total assets or where the transaction amount exceeds 10% of the latest audited net assets [3][4] Board Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying directors [5][6] - Directors can propose meeting agendas, and meetings require a majority of directors to be present to proceed [6][7] Voting and Decision-Making - Decisions require a majority vote from attending directors, and specific matters, such as guarantees, require a two-thirds majority [7][8] - Directors with conflicts of interest must abstain from voting on related matters, and decisions must be made by a majority of disinterested directors [8][9] Record Keeping - Meeting records must be maintained, including attendance, agenda, and voting results, and these records are to be preserved for ten years [9] Miscellaneous Provisions - The rules are subject to national laws and the company's articles of association, and any amendments will be interpreted and revised by the board [9]
丰茂股份: 董事会议事规则（2025年8月修订）