圣农发展: 董事会议事规则（2025年修订）

Core Points - The document outlines the rules for the board of directors of Fujian Shengnong Development Co., Ltd., aiming to standardize meeting procedures and decision-making processes to enhance the board's operational efficiency and decision-making quality [1][15] Group 1: Meeting Structure - The board of directors must hold at least two regular meetings each year, one in each half of the year [3] - The board can convene temporary meetings under specific circumstances, such as shareholder proposals or requests from regulatory authorities [2][4] - The chairman is responsible for convening and presiding over board meetings, with provisions for alternative arrangements if the chairman is unable to fulfill this role [4][6] Group 2: Proposal and Notification Procedures - Proposals for regular meetings must be prepared by the board office after consulting with directors, and the chairman will finalize them [2][3] - Notifications for regular and temporary meetings must be sent out in advance, with specific timeframes for each type of meeting [4][5] - Changes to meeting notifications must be communicated promptly, and in urgent situations, notifications can be made via phone or other immediate means [5][6] Group 3: Attendance and Voting - Directors are expected to attend meetings in person, but can delegate their voting rights through a written proxy under certain conditions [6][7] - A quorum for meetings requires the presence of more than half of the directors, and specific rules apply to ensure independent directors' participation [11][12] - Voting results must be clearly documented, and independent directors must provide reasons for any dissenting votes [10][11] Group 4: Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for related party transactions and other sensitive matters [19][20] - Meeting records must include detailed documentation of attendance, proposals discussed, and voting outcomes [26][28] - The board secretary is responsible for maintaining meeting archives for a period of ten years [31]