NBTM(SH:600114) Zheng Quan Zhi Xing·2025-06-23 17:09General Principles - The purpose of the rules is to standardize the decision-making procedures of the board of directors and improve the efficiency and scientific decision-making level of the board [1][2] - The board of directors is the decision-making body for the company's management, responsible for the company's development goals and major operational activities [1] Board Composition - The board consists of 9 directors, including 3 independent directors and 6 non-independent directors (including 1 employee representative) [1] - Directors serve a term of 3 years and can be re-elected [2] Board Powers - The board has the authority to convene shareholder meetings and report on its work [4] - It can formulate plans for capital increases or decreases, issue bonds, and make decisions on major acquisitions, mergers, and changes in company structure [4] - The board is responsible for internal management structure decisions and the appointment or dismissal of senior management [4] Chairman's Powers - The chairman presides over shareholder meetings and board meetings, executes shareholder resolutions, and decides on the company's operational plans and investment schemes [6][7] - The chairman also manages information disclosure and proposes the appointment or replacement of the company's auditing firm [7] Meeting Procedures - The board meets at least twice a year, with meetings called by the chairman [8] - Regular meetings include an annual meeting within 120 days after the fiscal year-end and a mid-term meeting within 60 days after the first half of the fiscal year [8] - Special meetings can be called based on proposals from shareholders or directors [9] Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions are made by a majority vote [15] - Special resolutions require a two-thirds majority of all directors [22] Record Keeping - Meeting resolutions and records must be signed by attending directors and kept for at least 10 years [24] - Meeting records include details such as the date, attendees, agenda, and voting results [26] Major Operational Decisions - The board has specific thresholds for making decisions on external investments and asset transactions, including a threshold of 10% of total assets or amounts exceeding 10 million yuan [27][16] - Related party transactions exceeding 5 million yuan and certain guarantees also require board approval [16] Related Transactions - The board must adhere to regulations regarding related party transactions during meetings [28] Amendments and Effectiveness - The rules can be amended based on actual circumstances and require approval from the shareholders' meeting to take effect [30][31]