恒通股份: 恒通物流股份有限公司董事会议事规则（2025年9月修订）

General Principles - The rules are established to standardize the decision-making behavior of the board of directors, ensuring legality, scientific basis, and institutionalization in accordance with the Company Law of the People's Republic of China and the company's articles of association [2][3] - The board of directors is a permanent executive body responsible to the shareholders' meeting and exercises powers granted by laws, regulations, and the company's articles of association [2][3] Board Composition and Meetings - The board consists of one chairman elected by a majority of the directors, with the board secretary responsible for organizing and coordinating meetings [2][3] - Regular meetings are held twice a year, while temporary meetings can be called under specific conditions, requiring the presence of more than half of the directors [4][5] Meeting Notifications - For regular meetings, notifications must be sent in writing ten days in advance, while temporary meetings require a three-day notice, with provisions for urgent situations [4][5] - Important matters requiring board decisions must be communicated to independent directors in advance, allowing them to request additional information if necessary [4][5] Decision-Making Authority - The board has the authority to convene shareholder meetings, execute resolutions, determine operational plans, and make significant investment decisions [6][7] - Certain transactions, such as those involving assets exceeding 10% of the company's audited total assets, require board discussion and resolution [7][8] Voting and Resolutions - Resolutions require a majority vote from all directors, with specific provisions for external guarantees and financial assistance transactions needing a two-thirds majority [9][10] - Directors must express clear voting intentions, and any violations of laws or regulations resulting in economic losses may lead to joint liability for the approving directors [9][10] Meeting Records and Documentation - Meetings must be recorded, including details such as time, location, attendees, agenda, and voting results, with records maintained for at least ten years [12][13] - The board secretary is responsible for preserving meeting records and ensuring compliance with the company's articles of association [12][13] Authority During Intervals - During intervals between board meetings, the chairman and the general manager exercise their respective powers as defined in the company's articles of association [13]