博威合金: 博威合金董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules for the board of directors of Ningbo Bowei Alloy Materials Co., Ltd, aiming to enhance operational efficiency and decision-making quality [1][19] - The board consists of nine directors, including three independent directors and one employee representative, with a term of three years [2][3] - The board has various powers, including convening shareholder meetings, executing resolutions, and making significant operational decisions [3][4] Group 1 - The board is responsible for the company's operational decisions and is accountable to the shareholders [1][2] - Directors can be elected or replaced by the shareholders and may resign before their term ends [2][3] - Independent directors must act in the best interest of the company and protect the rights of public shareholders [2][3] Group 2 - The board has established specialized committees, including audit, nomination, and compensation committees, with independent directors holding a majority in these committees [3][4] - The board's powers include deciding on profit distribution, capital changes, and major acquisitions [3][4][5] - The chairman of the board has specific responsibilities, including presiding over meetings and ensuring the execution of board resolutions [5][6] Group 3 - Board meetings must be held at least twice a year, with specific procedures for calling and conducting meetings [7][8] - A quorum for meetings requires the presence of more than half of the directors [11][12] - Decisions require a majority vote, and certain matters necessitate the absence of conflicts of interest among directors [15][28] Group 4 - The board must maintain confidentiality regarding meeting records and decisions, with a retention period of at least ten years for meeting materials [36][40] - The rules are subject to relevant laws and regulations, ensuring compliance with legal standards [41][42] - The document will take effect upon approval by the company's shareholders [42]