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恒力石化: 恒力石化董事会议事规则(2025年修订)

Core Points - The article outlines the revised rules for the board of directors of Hengli Petrochemical Co., Ltd. to enhance governance and decision-making processes [2][19] - The board consists of 8 directors, including 3 independent directors, and is responsible for managing the company's assets and making key operational decisions [3][4] - Various specialized committees are established under the board to provide advice on significant decisions, with independent directors holding a majority in key committees [3][4] Governance Structure - The board is a permanent authority representing the shareholders and is responsible for the company's management and operational decisions [2][3] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [4][5] - The board's decision-making powers include approving significant investments, asset acquisitions, and financial strategies, with specific limits on investment amounts relative to the company's net assets [5][6] Meeting Procedures - The board meetings are categorized into regular and temporary meetings, with specific notice periods required for each type [8][9] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [17][25] - Detailed records of meetings, including attendance, discussions, and resolutions, must be maintained for transparency and accountability [30][34] Decision-Making Authority - The board has defined limits on investment and financial decisions, requiring shareholder approval for transactions exceeding certain thresholds [5][6][7] - Independent directors play a crucial role in overseeing related party transactions and ensuring compliance with governance standards [6][7] - The board must adhere to the company's articles of association and relevant laws when making decisions, ensuring that all actions are within authorized limits [26][27] Documentation and Compliance - All board meeting records and decisions must be documented and stored for a minimum of 10 years, ensuring compliance with regulatory requirements [35][36] - The board secretary is responsible for managing documentation and ensuring confidentiality regarding board resolutions prior to public disclosure [33][34] - Any amendments to the rules must be approved by the shareholders and comply with existing laws and regulations [19][36]