HBSXNBM(SH:600293) Zheng Quan Zhi Xing·2025-08-17 16:11General Provisions - The rules aim to standardize the decision-making process of the board of directors of Hubei Three Gorges New Building Materials Co., Ltd. to enhance effective performance and scientific decision-making [1] - The company has a board of directors accountable to the shareholders' meeting [1] Board Composition - The board consists of 9 directors, including 5 non-independent directors, 3 independent directors, and 1 employee representative director [2] - Directors are elected or replaced by the shareholders' meeting, with a term of 3 years, and can be re-elected [2] Director Qualifications - Certain individuals are disqualified from serving as directors, including those with criminal convictions related to financial misconduct or those who have personal debts that remain unpaid [2][3] Duties and Obligations - Directors must adhere to legal and regulatory obligations, including loyalty and diligence towards the company [4][5] - Directors are prohibited from misappropriating company assets, engaging in conflicts of interest, or disclosing company secrets [4][5] Board Authority - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and financial budgets [8][9] - The board is responsible for major corporate actions, including mergers, acquisitions, and capital changes [8][9] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [14][15] - Meeting notifications must be sent out in advance, detailing the date, location, and agenda [20][21] Voting and Resolutions - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [38][39] - The board must document meeting minutes, including attendance, discussions, and voting outcomes [51][52] Record Keeping - Meeting records must be maintained for ten years, including notifications, minutes, and voting results [54]