ST华通: 董事会议事规则（2025年8月）

Group 1 - The purpose of the rules is to standardize the decision-making process and enhance the operational efficiency of the board of directors of Zhejiang Century Huatong Group Co., Ltd. [1] - The board of directors is required to hold at least two regular meetings each year, one in each half of the year [1] - Proposals for regular meetings must be formed after consulting all directors and submitted to the chairman for drafting [1] Group 2 - Temporary meetings can be called under specific circumstances, such as when proposed by shareholders holding more than 10% of voting rights or by a third of the directors [1] - Written proposals for temporary meetings must include the proposer’s name, reasons for the proposal, and specific details about the meeting [1][2] - The chairman must convene the meeting within ten days of receiving a valid proposal [1] Group 3 - Meetings must have a quorum of more than half of the directors present to be valid [2][3] - Directors are expected to attend meetings in person, but can delegate their voting rights through a written proxy if unable to attend [3] - The board must adhere strictly to the authority granted by the shareholders and the company’s articles of association [5] Group 4 - Decisions regarding profit distribution and capital reserve transfers require prior notification to auditors for an audit report [5] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [5] - Meeting records must include details such as the date, attendees, agenda, and voting results [5][6] Group 5 - The board must ensure confidentiality regarding decisions until they are officially announced [5] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their status in future meetings [5] - Meeting archives must be maintained for at least ten years, including all relevant documentation [5]