远方信息: 董事会议事规则（2025年8月修订版）

Core Points - The article outlines the rules governing the board of directors of Hangzhou Yuanfang Optoelectronic Information Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][4][6] Group 1: General Provisions - The board of directors is responsible to the shareholders' meeting and is composed of seven members, including three independent directors and one employee representative [4][5] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][4] Group 2: Responsibilities and Obligations of Directors - Directors must fulfill their duties with loyalty and diligence, including attending meetings, understanding company operations, and reporting significant issues [6][9] - Directors are required to avoid conflicts of interest and must disclose any circumstances that may affect their ability to serve [5][6] Group 3: Board Meetings - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [23][24] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [31][39] Group 4: Decision-Making and Voting - Directors must provide clear opinions on proposals, and voting must be conducted transparently, with provisions for abstentions and conflicts of interest [36][40] - The board is empowered to make significant decisions regarding company operations, including mergers, acquisitions, and financial strategies [22][12] Group 5: Documentation and Record-Keeping - Meeting records must be accurate and include details such as attendance, proposals discussed, and voting results, which are to be preserved for ten years [43][46] - The board secretary is responsible for maintaining these records and ensuring compliance with disclosure requirements [45][46]