永艺股份: 永艺家具股份有限公司董事会议事规则

Group 1 - The purpose of the rules is to standardize the board's decision-making process and enhance its operational efficiency [1] - The board of directors is required to hold at least two regular meetings each year [3] - Proposals for regular meetings are to be formed after soliciting opinions from directors and are finalized by the chairman [4] Group 2 - Temporary meetings can be proposed by shareholders with more than 10% voting rights or by a third of the directors [2] - Proposals for temporary meetings must include specific details such as the proposer’s name, reasons for the proposal, and the agenda [2] - The chairman must convene a meeting within ten days of receiving a proposal [2] Group 3 - Meeting notifications must be sent out 10 days in advance for regular meetings and 5 days for temporary meetings [3] - In emergencies, meetings can be convened without adhering to the usual notification requirements [4] - Meeting notifications must include the date, location, agenda, and notification date [3] Group 4 - A board meeting requires the presence of more than half of the directors to be valid [11] - Directors must attend meetings in person or via authorized representatives, and must review materials beforehand [5] - Voting must be conducted in a manner that allows each director one vote [17] Group 5 - Decisions require a majority vote from the attending directors, with specific provisions for certain decisions requiring a higher threshold [19] - Independent directors must provide reasons for any dissenting votes [9] - Directors must recuse themselves from voting on matters where they have a conflict of interest [20] Group 6 - The board must act within the authority granted by the shareholders and cannot exceed its powers [10] - The board has various responsibilities, including convening shareholder meetings and making decisions on financial matters [10] - Meeting records must be accurate and include details such as attendees and voting results [12] Group 7 - Meeting archives must be maintained for at least ten years, including all relevant documentation [13] - The rules serve as an attachment to the company's articles of association and are subject to relevant laws and regulations [13]