潍柴重机: 潍柴重机股份有限公司董事会议事规则修订条文对照表

Core Viewpoint - The company has revised certain provisions of its Board Meeting Rules, which will take effect after approval by the shareholders' meeting [1]. Summary by Sections Board Composition and Responsibilities - The board consists of no more than 9 directors, including 1 employee representative [3]. - The board is responsible for convening shareholder meetings and reporting its work to the shareholders [4]. - The board has the authority to formulate annual financial budgets and profit distribution plans [4][5]. Decision-Making and Approval Processes - Major transactions must be submitted to the board for approval, with specific procedures for financial budgets and investment decisions [6][8]. - The board must establish strict review and decision-making processes for significant investments and related transactions [4][6]. Committees and Governance - The board is required to set up an audit committee and may establish other specialized committees as needed [6]. - Independent directors must constitute the majority in the audit, nomination, and remuneration committees [6]. Meeting Procedures - The board must hold at least two meetings annually, with proper notification to all directors [9]. - Decisions require the presence of more than half of the directors, and voting can be conducted through various methods, including written resolutions [10][12]. Disclosure and Accountability - The board secretary is responsible for disclosing meeting resolutions and ensuring compliance with legal and regulatory requirements [16][17]. - Directors must sign the resolutions and are accountable for decisions that violate laws or regulations [14][15]. Implementation of Revisions - The revised rules will come into effect upon approval by the shareholders' meeting, with adjustments made to the order of provisions as necessary [18][19].