福斯特: 董事会议事规则（2025年8月修订）

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Hangzhou Foster Applied Materials Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [2] Board of Directors and Its Powers - The board consists of 9 directors, including 3 independent directors and 1 employee representative [13] - The board has various powers, including convening shareholder meetings, executing resolutions, determining business plans and investment proposals, and formulating profit distribution plans [14] Committees of the Board - The board establishes several specialized committees, including the Audit Committee, Strategic and Sustainable Development Committee, Nomination Committee, and Compensation and Assessment Committee, which are responsible to the board [3][4] - The Audit Committee must have a majority of independent directors and be chaired by a professional accountant [3] Chairman of the Board - The chairman is elected by a majority of the board and has the authority to convene and preside over meetings, supervise the execution of board resolutions, and manage information disclosure [4][5] Secretary of the Board - The board secretary is responsible for managing information disclosure, coordinating communication with investors, and preparing board and shareholder meetings [6][7] - The secretary must possess necessary professional knowledge and adhere to ethical standards [5] Board Meetings - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [8] - Special meetings can be called under specific circumstances, with notifications sent at least 5 days in advance [8][9] Voting and Resolutions - A quorum requires the presence of more than half of the directors, and resolutions must be passed by a majority vote [10] - Directors with conflicts of interest cannot vote on related matters, ensuring that decisions are made by independent directors [10][11] Record Keeping - Meeting records must be maintained for at least ten years and should include details such as meeting dates, attendees, and voting results [12][13] Amendments and Implementation - The rules are subject to approval by the shareholders and can be amended by the board [14]