上海沿浦: 上海沿浦精工科技（集团）股份有限公司董事会议事规则

Core Points - The document outlines the rules and regulations governing the board of directors of Shanghai Yanpu Precision Technology (Group) Co., Ltd, emphasizing the importance of corporate governance and the responsibilities of the board [2][20]. Group 1: Board Composition and Responsibilities - The board consists of 9 directors, including 1 employee representative and 3 independent directors, with a chairman elected by a majority of the board [2][3]. - The board is responsible for managing the company's assets and is accountable to the shareholders, operating within the powers granted by the company's articles of association [2][3]. - The board has the authority to convene shareholder meetings, report on its work, and formulate profit distribution plans [3][4]. Group 2: Decision-Making and Approval Processes - The board must establish strict review and decision-making procedures for significant transactions, including external investments and asset sales [6][8]. - Major transactions require approval from a majority of the board, with specific thresholds for financial transactions outlined [6][7]. - The board is responsible for approving annual bank credit plans and significant financial transactions, ensuring compliance with established limits [7][8]. Group 3: Meeting Procedures - The board is required to hold at least two meetings annually, with proper notice given to all directors [10][12]. - Decisions made during board meetings must be supported by a majority of directors present, and detailed meeting records must be maintained [20][30]. - Directors may delegate their voting rights to other directors under specific conditions, ensuring transparency and accountability in decision-making [13][14]. Group 4: Compliance and Reporting - The board must disclose significant decisions and transactions to shareholders and regulatory bodies as required by law [32][33]. - Meeting records must accurately reflect discussions and decisions, and these records are to be preserved for ten years [30][38]. - The rules are subject to amendments and must align with relevant laws and regulations, ensuring ongoing compliance [20][36].