德龙汇能: 董事会议事规则（2025年9月）

General Provisions - The rules are established to improve the corporate governance structure of Delong Composite Energy Group Co., Ltd, ensuring the board of directors can exercise its powers legally and operate in a standardized manner [1] - The rules are formulated based on the Company Law, Securities Law, and the company's articles of association, tailored to the company's actual situation [1] Composition of the Board of Directors - The board consists of nine directors, with at least one-third being independent directors, including at least one accounting professional [2] - The board has a chairman and may have a vice-chairman, both elected by a majority of the board members [2] - The total number of directors who are also senior management or employee representatives cannot exceed half of the total number of directors [2] Board Meetings - The board must hold at least two meetings annually, convened by the chairman with a notice given to all directors at least 10 days in advance [3] - Shareholders with more than 1/10 of voting rights or more than 1/3 of directors can propose a temporary board meeting, which must be convened within 10 days of the proposal [3] Voting Procedures - Board resolutions are made through a named voting process, allowing for remote voting via video, phone, email, or electronic signature [4] - Directors must attend meetings in person or delegate another director, with specific rules regarding delegation to ensure independent directors do not delegate to non-independent directors [5] Meeting Records - The board must keep accurate and complete records of meeting decisions, which should reflect opinions expressed during the meeting and be retained for at least 10 years [6][7] - Meeting records must include details such as the date, location, attendees, agenda, and voting results [7] Final Provisions - These rules serve as an attachment to the company's articles of association and will take effect upon approval by the shareholders' meeting [8]