华阳股份: 山西华阳集团新能股份有限公司董事会议事规则（2025年8月）

Core Points - The document outlines the rules and regulations governing the board of directors of Shanxi Huayang Group New Energy Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance operational efficiency [2][3]. Group 1: Board Composition and Responsibilities - The board consists of 9 directors, with independent directors making up at least one-third of the board, including at least one accounting professional [3][4]. - The board is responsible to the shareholders' meeting and has the authority to make decisions on significant transactions without shareholder approval under certain conditions [4][5]. - The board has established specialized committees, including audit, strategy, nomination, and remuneration committees, which report to the board and operate under its authorization [3][4]. Group 2: Decision-Making Authority - The board can decide on matters such as purchasing or selling significant assets exceeding 10% of the company's audited total assets within a year, and other major transactions as defined by the stock listing rules [4][5]. - Certain major investment projects require shareholder approval, particularly those exceeding 10% of the company's audited net assets or involving significant financing [4][5]. Group 3: Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [8][9]. - Meeting notifications must be sent out in advance, with different timelines for regular and temporary meetings [10][11]. - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [25][26]. Group 4: Voting and Record-Keeping - Voting is conducted by a show of hands or written ballots, with specific rules for independent directors regarding conflicts of interest [17][18]. - Meeting minutes must be recorded, detailing attendance, decisions made, and any dissenting opinions from independent directors [44][45]. - The board's resolutions must be announced in accordance with stock listing rules, ensuring transparency and accountability [50][51].