西典新能: 董事会议事规则（2025年6月）

General Principles - The rules are established to improve the corporate governance structure of Suzhou Xidian New Energy Electric Co., Ltd. and to ensure the legality and efficiency of board meetings [1][2] - The board of directors is the executive body of the company and is responsible for representing the company externally and executing shareholder resolutions internally [1][4] Composition and Powers of the Board - The board consists of 5 directors, including 2 independent directors, with at least one independent director being a professional accountant [1][4] - Directors are elected for a term of three years and can be re-elected, with independent directors limited to a maximum of six consecutive years [2][4] Responsibilities of the Board - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and decide on the company's operational plans and investment proposals [4][5] - The board is responsible for formulating profit distribution plans, managing internal structures, and appointing or dismissing senior management [4][5] Rights and Obligations of Directors - Directors must act in the best interests of the company and its shareholders, exercising their rights diligently and honestly [6][7] - Directors are prohibited from using their positions for personal gain and must avoid conflicts of interest [6][7] Board Meetings - Board meetings can be regular or temporary, with at least two regular meetings held annually [35][36] - A quorum for board meetings requires the presence of more than half of the directors [39] Decision-Making Process - Decisions require a majority vote from attending directors, and independent directors must provide dissenting opinions if they disagree with resolutions [56][57] - Certain significant matters, such as major asset investments and related party transactions, require approval from independent directors before being submitted for board consideration [50][67] Documentation and Record-Keeping - Meeting minutes must accurately reflect discussions and decisions made during board meetings, and these records must be maintained for at least ten years [68][69] - The board is responsible for supervising the execution of its resolutions, ensuring accountability among management [70][71]