汇通能源: 董事会议事规则（2025年8月修订）

Group 1 - The board of directors consists of seven members, including one chairman elected by a majority of the board [2] - At least one-third of the board members must be independent directors, including at least one accounting professional [2] - Directors are elected for a term of three years and can be re-elected upon term expiration [2] Group 2 - The board has the authority to establish specialized committees, including an audit committee, which consists of three members who are not senior management [2] - The audit committee must include two independent directors, with one being an accounting professional serving as the convener [2] - Other specialized committees, such as the strategy, nomination, and remuneration committees, also consist of three directors, with independent directors serving as conveners [2] Group 3 - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying all directors at least ten days in advance [3] - Temporary meetings can be proposed by shareholders or directors holding at least one-tenth of the voting rights [3] - Meeting notifications must include the date, location, agenda, and the date of notification [4] Group 4 - Decisions made during board meetings require the presence of more than half of the directors [4] - Directors can delegate their voting rights to other directors through a written proxy [4] - The board's resolutions must be passed by a majority of the attending directors, with specific rules for related party transactions [5][6] Group 5 - Meeting minutes must be accurately recorded and signed by attendees, and these records must be kept for at least ten years [6] - The minutes should include details such as meeting date, attendees, agenda, and voting results [6] - The chairman is responsible for implementing board resolutions and reporting on the implementation status [7]