交大昂立: 上海交大昂立股份有限公司董事会议事规则（2025年8月修订稿）

Core Points - The document outlines the rules governing the board of directors of Shanghai Jiao Tong University Anli Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][3][4] Summary by Sections General Principles - The board of directors is responsible for managing the company's assets and making operational decisions, adhering to relevant laws and the company's articles of association [2][3] - The board is accountable to the shareholders' meeting and is the decision-making body for the company [2] Composition and Powers of the Board - The board consists of 7 directors, including 3 independent directors, with a term of three years [4][5] - The board has various responsibilities, including convening shareholder meetings, executing shareholder resolutions, and formulating long-term strategies [5][6] Committees - The board can establish specialized committees such as strategy, audit, nomination, and remuneration committees, which must include a majority of independent directors [7][8] - Each committee has specific responsibilities, such as reviewing financial information and proposing candidates for directors and senior management [8][9] Chairman and Responsibilities - The chairman of the board presides over meetings and ensures the execution of board resolutions [13][14] - The vice-chairman assists the chairman and assumes responsibilities in their absence [13] Meeting Procedures - The board must hold at least two regular meetings annually, with specific procedures for calling and notifying members [15][16] - Directors are required to attend meetings in person or delegate their voting rights to other directors [23][24] Voting and Decision-Making - Decisions require a majority vote from attending directors, and specific rules govern the voting process, including the need for independent directors to confirm certain proposals [29][30] - Directors must avoid conflicts of interest during voting and adhere to established protocols for decision-making [34][35] Record Keeping and Disclosure - Detailed minutes of meetings must be kept, including attendance, agenda items, and voting results [39][40] - The board secretary is responsible for disclosing resolutions in accordance with regulatory requirements [41] Final Provisions - The rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [42][43] - The board is responsible for interpreting these rules and making necessary amendments [44]