苏宁环球: 董事会议事规则（2025年8月）

General Principles - The rules aim to standardize the decision-making process of the board of directors of Suning Universal Co., Ltd., enhancing operational norms and scientific decision-making levels [1][20] - The board must comply with relevant laws, regulations, and the company's articles of association [1][2] Board of Directors - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans and investment proposals, and managing internal structures [2][3] - Major investment projects require expert evaluation and shareholder approval [3][4] Meeting Procedures - Board meetings can be regular or temporary, with at least one regular meeting held in each half of the year [4][5] - Temporary meetings must be convened under specific circumstances, such as shareholder requests or regulatory requirements [5][7] Meeting Notifications - Notifications for regular and temporary meetings must be sent out in advance, with specific content requirements [9][10] - Changes to meeting details must be communicated promptly, with necessary approvals obtained [9][10] Voting and Decision-Making - Board meetings require a quorum of more than half of the directors to proceed, and decisions are made based on majority votes [13][21] - Directors must avoid conflicts of interest and are required to recuse themselves from voting on related proposals [16][22] Meeting Records and Announcements - The board secretary is responsible for recording meeting minutes, which must include various details such as attendance and voting results [25][27] - Decisions made by the board must be announced in accordance with regulatory requirements, and dissenting opinions from independent directors should also be disclosed [27][28] Amendments and Effectiveness - The rules may be amended in response to changes in laws or company circumstances, requiring shareholder approval [19][20]