兴化股份: 董事会议事规则（2025年8月）

General Principles - The rules aim to clarify the responsibilities and powers of the board of directors of Shaanxi Xinghua Chemical Co., Ltd., standardize the decision-making process, and ensure democratic, legal, scientific, and institutionalized decision-making [1][2] - The board of directors is responsible for managing the company's assets and is accountable to the shareholders' meeting [2][3] Board Composition and Responsibilities - The board consists of 9 directors, including 3 independent directors and 1 employee representative [8] - Independent directors must not have any direct or indirect interests that could affect their judgment and should account for at least one-third of the board [3][4] - Directors are elected for a term of three years and can be re-elected, with independent directors limited to a maximum of six consecutive years [4][5] Meeting Procedures - The board must hold at least one regular meeting in each half of the year, with provisions for calling temporary meetings under specific circumstances [34][35] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made by a majority vote [21][50] Decision-Making Process - Major decisions, including financial plans and significant investments, must be collectively decided by the board [10][24] - The board is required to establish strict review and decision-making procedures for significant investment projects [10][24] Responsibilities of the Chairman - The chairman is responsible for convening and presiding over meetings, signing important documents, and ensuring the execution of board resolutions [22][23] - The chairman can exercise certain powers, such as approving asset disposals and external investments within specified limits [12][13] Board Secretary Role - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure requirements [26][28] - The secretary must have relevant qualifications and is accountable for maintaining the confidentiality of sensitive information [29][30] Committees - The board must establish specialized committees, including audit, strategy, nomination, and remuneration committees, with independent directors holding a majority in key committees [10][11] - Each committee has specific responsibilities, such as overseeing financial audits and advising on strategic decisions [11] Amendments and Compliance - The rules are subject to amendments and must comply with relevant laws and regulations, including the Company Law and Securities Law [33][34] - The board is responsible for interpreting the rules and ensuring they align with the company's articles of association [33][34]