协鑫能科: 董事会议事规则（2025年7月修订）

Group 1 - The company aims to improve its governance structure and ensure the board of directors operates independently and effectively [1][2] - The board of directors is established as a permanent decision-making body, exercising its powers within the scope defined by laws, regulations, and the company's articles of association [1][2] - The board consists of nine directors, including three independent directors, ensuring that independent directors make up at least one-third of the board [2][5] Group 2 - The board has established several specialized committees, including the Strategy and Sustainable Development Committee, Audit Committee, Nomination Committee, and Remuneration and Assessment Committee [2][3] - The board is responsible for handling daily affairs through the securities department [2][3] - Independent directors must account for more than half of the members in the Audit, Nomination, and Remuneration Committees [2][3] Group 3 - Directors must be natural persons and cannot hold the position if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - The company must terminate the position of any director who meets disqualifying conditions during their term [4][6] - Directors are required to attend board meetings personally, and if unable to do so, they must appoint another director to attend on their behalf [5][6] Group 4 - Directors are expected to act diligently and prudently, considering the legality and potential impacts of the matters under discussion [7][8] - The board must ensure that decisions regarding significant transactions are made with a thorough understanding of their implications for the company's financial health and long-term development [6][8] - Directors must avoid conflicts of interest and disclose any relationships that may affect their decision-making [5][6] Group 5 - The board is tasked with reviewing and approving major financial matters, including investments, financing, and profit distribution [10][11] - Directors must ensure that the company's financial reports are accurate and complete, and they are responsible for signing off on these reports [11][12] - The board must also oversee compliance with relevant laws and regulations in its operations [12][13]