甬金股份: 董事会议事规则（2025年9月修订）

General Principles - The board of directors is the executive body of the shareholders' meeting and the decision-making body for the company's management, responsible for major operational decisions aimed at maximizing shareholder interests [1][2] - The rules are binding on all directors of the company and are established to ensure efficient decision-making and compliance with relevant laws and regulations [1][2] Directors - Directors must be natural persons and are not required to hold shares in the company. Certain disqualifications for directors are outlined, including criminal convictions and bankruptcy responsibilities [2][3] - Directors are elected by the shareholders' meeting for a term of three years, with provisions for re-election and replacement [3][4] - Directors have fiduciary duties to the company, including obligations to act in the company's best interests and to avoid conflicts of interest [4][5] Board of Directors - The board consists of nine directors, including three independent directors and one employee representative, with a chairman elected by the board [8][9] - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and the appointment of senior management [9][10] - The board must establish strict review and decision-making procedures for major investments and transactions, requiring approval for transactions exceeding specified thresholds [11][12] Board Meetings - The board must hold at least two meetings annually, with provisions for regular and temporary meetings [17][18] - Meeting notifications must be sent in advance, and attendance is mandatory for directors, who may delegate their voting rights under certain conditions [19][20] - Decisions require a majority vote from attending directors, and detailed records of meetings must be maintained [23][24] Committees - The board establishes specialized committees, including an audit committee responsible for overseeing financial reporting and internal controls [30][31] - Committees must report their findings and recommendations to the board, and their proposals must be documented and disclosed if not fully adopted [32][33] Amendments and Implementation - The rules are effective upon approval by the shareholders' meeting and must be revised in accordance with changes in laws and regulations [29][30] - The board is responsible for interpreting the rules and ensuring compliance with legal standards [29][30]