海螺新材: 《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 Conch (Anhui) Energy-saving and Environmental Protection New Materials Co., Ltd, emphasizing the board's responsibilities and operational procedures [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of nine directors, including one employee representative and a chairman, with at least one-third being independent directors [3][4] - Independent directors can serve a maximum of six consecutive years, after which they must wait 36 months before being eligible for re-nomination [2] - The board is responsible for major decisions such as asset acquisitions, mergers, and significant financial transactions, requiring approval from the shareholders' meeting for certain actions [4][5] Group 2: Board Meetings and Decision-Making - Board meetings can be regular or temporary, with at least two regular meetings held annually [8][11] - A quorum for meetings requires the presence of more than half of the directors, and decisions are made through a majority vote [11][33] - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure requirements [3][12] Group 3: Committees and Their Functions - The board establishes specialized committees, including audit, strategy, nomination, and compensation committees, which report to the board and must include a majority of independent directors [2][3] - Each committee has specific responsibilities and must follow the procedures set by the board [3][4] Group 4: Voting and Record-Keeping - Voting at board meetings is conducted by a show of hands or written ballot, with each director having one vote [33][34] - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and must be kept for ten years [42][43]