华鲁恒升: 华鲁恒升董事会议事规则（全文）

Core Points - The document outlines the rules and procedures for the board of directors of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to enhance decision-making efficiency and ensure compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The board of directors is established according to the Company Law and the company's articles of association, managing internal affairs during the period between shareholders' meetings [1][2] - The rules are binding on all directors, including independent directors, the board secretary, and other relevant personnel [1] Chapter 2: Powers of the Board - The board exercises its powers based on laws, regulations, and the company's articles of association, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [2][3] - Major decisions, such as capital changes, mergers, and acquisitions, must be collectively decided by the board [2][3] Chapter 3: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [8][9] - The election of directors is conducted through cumulative voting, ensuring fair representation [9][10] Chapter 4: Composition and Rules of the Board - The board consists of 11 directors, including 4 independent directors and 1 employee representative [15] - Independent directors must meet specific independence criteria and cannot have significant relationships with the company or its major shareholders [15][16] Chapter 5: Chairman of the Board - The chairman is elected by the board and has specific responsibilities, including presiding over meetings and ensuring the execution of board resolutions [26][28] Chapter 6: Authorization of the Board - The board grants the general manager specific powers for daily operations, with limits on transaction values that can be decided without board approval [30][31] Chapter 7: Board Secretary and Organizational Structure - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with information disclosure requirements [50][51]