德龙汇能: 《董事会议事规则》修正案

Core Points - Delong Composite Energy Group Co., Ltd. is proposing amendments to its Board Meeting Rules, specifically removing provisions related to the Supervisory Board and transferring its powers to the Audit Committee [1] - The Board will now have the authority to delegate certain matters to the CEO for approval if they do not fall within the Board's review scope [2] - The Board will consist of nine directors, with independent directors making up at least one-third of the total [2] - The establishment of specialized committees, including Audit, Strategy, Nomination, and Compensation Committees, is mandated, with independent directors holding a majority in these committees [3] - The rules regarding the powers of the Board have been revised, detailing specific responsibilities and decision-making processes [5][6] Summary by Sections Board Structure - The Board will consist of nine directors, with independent directors comprising at least one-third of the total [2] - The roles of the Chairman and Vice Chairman will be elected by a majority of the Board [2] Board Powers - The Board will have the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [5] - The Board can approve external transactions within specified limits without requiring further approval from the shareholders [6][7] Committees - The Board will establish specialized committees, including Audit, Strategy, Nomination, and Compensation Committees, with independent directors in leadership roles [3] - The Audit Committee will be led by a professional accountant, ensuring compliance with relevant regulations [3] Meeting Procedures - Board meetings can be conducted through various means, including video and telephone conferencing, ensuring flexibility in decision-making [10][11] - A quorum for Board meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [13] Record Keeping - Meeting records must be accurate and comprehensive, reflecting the opinions of attendees, and must be retained for a minimum of ten years [15]