中微半导: 董事会议事规则（2025年8月）

Core Points - The document outlines the rules for the board of directors of Zhongwei Semiconductor (Shenzhen) Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Group 1: Meeting Types and Procedures - The board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [1] - Regular meetings include an annual performance meeting within four months after the fiscal year-end and a semi-annual performance meeting within two months after the first half of the fiscal year [1][2] Group 2: Proposal and Voting Process - Shareholders with over 10% voting rights or one-third of the directors can propose a temporary board meeting, requiring a written proposal submitted to the board secretary or directly to the chairman [2][3] - The chairman must convene the meeting within ten days of receiving the proposal, and all proposals must be submitted to the board secretary ten days prior to the meeting [2][3] Group 3: Meeting Notifications and Attendance - Notifications for regular and temporary meetings must be sent ten days and three days in advance, respectively, through various means including email and fax [3][5] - A quorum requires the presence of more than half of the directors, and if attendance is insufficient, the chairman and secretary must report to regulatory authorities [5][11] Group 4: Voting and Decision-Making - Each proposal must be discussed thoroughly before voting, with directors allowed to express their opinions freely [8] - Voting is conducted by a show of hands or written ballots, and decisions require a majority of the attending directors [8][10] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including notifications, attendance, and voting results, for a period of ten years [13][14] - Directors must sign off on meeting records and can express dissenting opinions in writing [12][14]