General Overview - The company aims to standardize the decision-making processes of its board of directors to enhance operational efficiency and accountability [1][2] - The board consists of 11 directors, including 4 independent directors and 1 employee representative [1][2] Board Composition and Committees - The board has established four specialized committees: Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee, all accountable to the board [2][3] - The Audit Committee is composed of directors who are not senior management and is led by an independent director with accounting expertise [2][3] Board Meetings - The board is required to hold at least two regular meetings annually, with the chairman responsible for convening these meetings [3][5] - Special meetings can be called within 10 days under certain circumstances, ensuring timely communication among directors [5][6] Proposal and Notification Process - Proposals for meetings must be submitted in writing, detailing the agenda and relevant materials [3][4] - Notifications for regular meetings must be sent at least 10 days in advance, while special meetings can have shorter notice periods [5][6] Attendance and Voting - Directors are expected to attend meetings in person or via communication methods, with specific rules governing proxy attendance [8][9] - A quorum requires the presence of more than half of the directors, and decisions are made through a majority vote [9][12] Meeting Records and Documentation - The board secretary is responsible for maintaining detailed records of meetings, including attendance, discussions, and voting outcomes [32][33] - All meeting documentation must be preserved for a minimum of 10 years [34][36] Compliance and Amendments - The rules governing the board's operations must comply with national laws and the company's articles of association, with amendments requiring shareholder approval [39][40]

General Principles - The rules aim to standardize the board meeting procedures and decision-making processes of Suhao Hongye Co., Ltd. to enhance the effectiveness and scientific decision-making of the board [1] - The board is required to collectively exercise its legal powers and cannot delegate these powers to others [1][2] Board Meeting Convening and Proposals - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2] - The chairman of the board is responsible for convening and presiding over meetings, and if the chairman is unable to perform their duties, a director can be elected to do so [2][3] - Proposals for temporary meetings can be made by shareholders holding more than 10% of voting rights, one-third of the directors, or other specified parties [3] Meeting Agenda and Proposals - Proposals must comply with laws, regulations, and the company's articles of association, and must be submitted in writing [5] - Proposals are divided into report items and resolution items, with report items not requiring a vote [5][6] - Proposals must be submitted to the board affairs department for organization and review before being presented to the board [6] Meeting Procedures and Voting - Meetings require the presence of more than half of the directors to be valid, and notifications must be sent out in advance [6][8] - Directors are expected to attend in person, and if unable, they must submit a written proxy [9] - Voting is conducted by a show of hands or written ballot, with each director having one vote [10][11] Meeting Records and Confidentiality - Accurate and complete meeting records must be maintained, reflecting opinions and voting results [12][13] - The board secretary is responsible for handling the announcement of resolutions in accordance with stock exchange regulations [14] Implementation and Archiving - The chairman is tasked with ensuring the implementation of board resolutions and monitoring their execution [14] - Meeting archives must be preserved for at least ten years, including all relevant documents and records [14]