安达智能: 董事会议事规则（2025年8月）

Core Points - The document outlines the rules for the board meetings of Guangdong Anda Intelligent Equipment Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][15] Group 1: General Principles - The purpose of the rules is to ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The board is responsible to the shareholders and must ensure the company operates legally and fairly, protecting the rights of all stakeholders [1][2] Group 2: Board Composition and Powers - The board consists of 7 directors, including 1 chairman, 3 independent directors, and 1 employee representative [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans, and managing internal structures [2][3] Group 3: Meeting Procedures - The board must hold at least two regular meetings annually, with a ten-day notice period for all directors [4] - Temporary meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [4][5] - Meeting notifications must include date, location, agenda, and must be sent in advance [6][10] Group 4: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [7][11] - Directors must attend meetings in person or delegate their voting rights with specific limitations [8][12] - Decisions regarding related party transactions require non-related directors to constitute a majority for approval [11][12] Group 5: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results, and must be signed by participants [13][14] - The board secretary is responsible for maintaining meeting archives for ten years [14][15]