莲花控股: 莲花控股股份有限公司董事会议事规则（2025年8月修订）

General Principles - The rules are established to standardize the board's decision-making process and enhance operational efficiency [2][3] - The board must ensure compliance with laws, regulations, and the company's articles of association while treating all shareholders fairly [2] Board Composition and Authority - The board consists of 11 directors, with at least one-third being independent directors [3] - The board includes a chairman and a vice-chairman, elected by a majority of the board [3] - A worker representative is included on the board, elected by employees without shareholder approval [3] Committees and Responsibilities - The board establishes an audit committee and may set up other specialized committees as needed [3] - The board has the authority to convene shareholder meetings, report on work, and make decisions on financial budgets, profit distribution, and major corporate actions [3][4][5] Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders for approval [4] - The board is responsible for ensuring that external investments and asset transactions follow strict review and decision-making processes [6] Investment and Transaction Limits - The board's approval is required for transactions involving assets exceeding 10% of the company's total assets, with higher thresholds for significant transactions [6][7] - Related party transactions above specified monetary thresholds must be submitted to the shareholders for approval [7] External Guarantees - The company is prohibited from providing guarantees for controlling shareholders or related parties, with strict limits on the total amount of guarantees [8] Chairman and Vice-Chairman Roles - The chairman is responsible for convening and presiding over meetings, ensuring the execution of board resolutions, and signing important documents [9] Audit Committee Functions - The audit committee, composed mainly of independent directors, oversees financial reporting and internal controls [10][11] Strategic and Nomination Committees - The strategic committee advises on annual plans and major investments, while the nomination committee proposes candidates for directors and senior management [11][12] Meeting Procedures - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [12][13] - Meeting proposals must be submitted in advance, and notifications must include essential details [26][27] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions [37][39] - Directors must recuse themselves from voting on matters where they have a conflict of interest [40] Record Keeping and Disclosure - Meeting records must be maintained for at least ten years, including attendance, proposals, and voting results [22][23] - The board secretary is responsible for ensuring compliance with disclosure obligations [48][49] Implementation of Resolutions - The chairman and board secretary are tasked with overseeing the implementation of board resolutions and reporting on their status in future meetings [50]