天山股份: 董事会议事规则（2025年7月）

Core Points - The document outlines the rules and procedures for the board of directors of Tianshan Materials Co., Ltd, aiming to enhance governance and decision-making efficiency [1][2][3] Chapter 1: General Principles - The board of directors must comply with national laws and the company's articles of association when making decisions [1] - Directors are required to prioritize the interests of the company and its shareholders over personal gains [1] Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including 1 chairman, 1 vice-chairman, 3 independent directors, and 1 employee director [1][2] - At least one-third of the board members must be independent directors, with at least one being a professional accountant [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational and investment plans [2][3] Chapter 3: Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [6][7] - Meeting notifications must include date, location, agenda, and notification date [12] Chapter 4: Meeting Procedures - A quorum requires the presence of more than half of the directors [7] - Directors can delegate their voting rights to other directors under specific conditions [16] Chapter 5: Decision-Making and Voting - Directors must actively seek detailed information before making decisions and express clear opinions on matters [17][18] - Voting is conducted on a one-vote-per-person basis, with resolutions requiring majority approval [20] Chapter 6: Meeting Records - Meeting records must be accurate and include details such as date, attendees, agenda, and voting results [23][25] - Records are maintained for a period of 10 years [26] Chapter 7: Announcement and Execution of Resolutions - The company is responsible for announcing board resolutions in accordance with stock exchange regulations [27] - The chairman must ensure the implementation of board decisions and inform all directors of significant matters [28] Chapter 8: Miscellaneous - Any matters not covered by these rules will follow relevant national laws and the company's articles of association [29] - The rules take effect upon approval by the shareholders' meeting [32]