江苏华辰: 江苏华辰董事会议事规则

General Provisions - Jiangsu Huachen Transformer Co., Ltd. establishes rules for the board of directors to clarify responsibilities and ensure compliance with laws and regulations [1][4] - The board consists of 8 directors, including 3 independent directors and 1 employee representative [1][4] Board Composition and Committees - The board has specialized committees: Strategic Committee, Audit Committee, Nomination Committee, Compensation and Assessment Committee, and ESG Committee [1][2] - The Strategic Committee is responsible for long-term development strategies and major investment proposals [1][2] - The Audit Committee oversees financial reporting and internal controls [2][3] - The Nomination Committee proposes standards for selecting directors and senior management [2][3] - The Compensation and Assessment Committee evaluates and recommends compensation policies for directors and senior management [2][3] - The ESG Committee focuses on environmental, social, and governance goals and risks [3] Board Authority - The board must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders [4] - The board can authorize the chairman for specific investment and asset management decisions [4] Meeting Procedures - The board holds at least two regular meetings annually, with provisions for temporary meetings under certain conditions [5][6] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [6][7] - A quorum requires the presence of more than half of the directors [7][8] - Voting procedures are outlined, with each director having one vote [10][11] Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for conflicts of interest [11][12] - Meeting records must be maintained, including attendance and voting results [39][40] - The board's resolutions must be announced in accordance with regulatory requirements [40][41] Amendments and Validity - The rules are subject to amendments approved by the shareholders and must comply with national laws and regulations [44][46] - The rules take effect upon approval by the shareholders' meeting [46]