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祥龙电业: 武汉祥龙电业股份有限公司董事会议事规则(2025年8月修订)

Core Points - The document outlines the rules and regulations governing the board of directors of Wuhan Xianglong Electric Power Co., Ltd, emphasizing the responsibilities, decision-making processes, and operational norms of the board [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of seven directors, including three independent directors [1] - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans and investment strategies [1][2] - The board has the authority to propose changes to the company's articles of association and manage information disclosure [1][2][3] Group 2: Committees and Decision-Making - The board establishes specialized committees, including the audit committee, nomination committee, compensation and assessment committee, and strategic committee, with independent directors holding a majority in certain committees [2][3] - The board must approve significant transactions, including asset sales and external guarantees, with specific thresholds for shareholder approval based on asset value and transaction amounts [3][4][5] Group 3: Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for special meetings under certain circumstances [7][8] - Meeting notifications must be sent out in advance, and proposals for meetings can be initiated by shareholders or directors under specified conditions [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [21][22][31] Group 4: Confidentiality and Disclosure - The board must adhere to regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding the timely and accurate disclosure of meeting resolutions [19][18] - Confidentiality obligations are imposed on all participants in board meetings, with penalties for breaches [19][46]