陕鼓动力: 西安陕鼓动力股份有限公司董事会议事规则（2025年7月修订）

Core Points - The document outlines the rules for the board of directors of Xi'an Shaangu Power Co., Ltd, aiming to ensure effective governance and decision-making [1] - The board is accountable to the shareholders and is responsible for executing resolutions passed by the shareholders' meeting [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and in compliance with relevant laws and regulations [1] - The board is responsible for the daily affairs through the Securities Investment Department [1] Chapter 2: Directors - Directors must be natural persons and do not need to hold shares in the company [4] - Non-employee directors are elected by the shareholders and can be removed by them before their term ends [5] - The term for directors is three years, with independent directors limited to a maximum of six years [5] Chapter 3: Composition of the Board - The board consists of nine directors, including three independent directors, a chairman, and a vice-chairman [3] - The board has specialized committees for strategy, audit, nomination, and remuneration, with specific composition requirements for independent directors [3] Chapter 4: Powers of the Board - The board has the authority to formulate profit distribution plans, capital changes, and major acquisition proposals [12] - The board must establish strict review and decision-making procedures for external investments and significant transactions [5] Chapter 5: Board Meetings - The board must hold at least two regular meetings annually, with specific notice requirements for meetings [19] - Decisions require a majority vote from attending directors, and specific rules apply for proxy voting [27][28] Chapter 6: Board Secretary - The board secretary is responsible for assisting the board in daily operations and ensuring compliance with regulations [39] - The secretary must maintain important documents and manage relationships with regulatory bodies and investors [39] Chapter 7: Document Management - The board must establish regulations for document management to ensure proper record-keeping [42] Chapter 8: Supplementary Provisions - The rules take effect upon approval by the shareholders' meeting and are subject to interpretation by the board [44][46]