Core Points - The company establishes rules to ensure efficient operation and scientific decision-making of the board of directors, in accordance with relevant laws and its articles of association [1][2][3] - The board of directors is responsible for setting up specialized committees such as the audit committee, nomination committee, and remuneration and assessment committee, with independent directors holding a majority [2][3] - The board has the authority to make significant decisions regarding company operations, including investments, asset sales, and management appointments [3][4][5] Summary by Sections Chapter 1: General Provisions - The company aims to regulate the behavior of its board of directors to ensure effective operation and decision-making [1] - The board office handles daily affairs not requiring collective decision-making [1] Chapter 2: Powers of the Board - The board must establish an audit committee and may set up other specialized committees as needed [2] - The board has the authority to decide on major company actions, including investments, asset transactions, and management appointments [3][4][5] Chapter 3: Board Meetings - The board meetings can be regular or temporary, with specific conditions under which temporary meetings must be convened [12][13] - Notifications for meetings must be sent out in advance, detailing the agenda and other relevant information [16][17] Chapter 4: Board Proposals - Proposals must comply with legal and regulatory requirements and fall within the board's responsibilities [20] Chapter 5: Meeting Procedures - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [21][22] - Directors with conflicts of interest cannot vote on related matters [24] Chapter 6: Meeting Records - The board must maintain detailed records of meetings, including attendance and decisions made [30][31] Chapter 7: Document Management - The board office is responsible for organizing and archiving meeting materials for a minimum of ten years [33] Chapter 8: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant laws and the company's articles of association [34][36]

General Principles - The rules are established to ensure the independent, standardized, and effective exercise of the board's powers, enhancing decision-making efficiency based on relevant laws and the company's actual situation [1][2] - The board of directors is the business execution and decision-making body of the company, responsible for managing the company's assets and accountable to the shareholders' meeting [1][2] Composition and Committees - The board consists of 7 directors, including 3 independent directors, one of whom is a professional accountant and one is a representative of employees [1][2] - The board has established an audit committee and a remuneration and assessment committee, with independent directors making up the majority and serving as conveners [2] Board Meetings - The board must hold at least 2 regular meetings annually, with a written notice sent to all directors 10 days prior to the meeting [4][5] - The chairman of the board is responsible for convening and presiding over meetings, and if unable to do so, a majority of directors can elect one to preside [4][5] Proposals and Voting - Proposals for regular meetings are formed through a process that includes soliciting opinions from directors and drafting proposals by the chairman [14][15] - Decisions require a majority vote from the directors present, and specific conditions apply for related party transactions [36][37] Meeting Records - Meeting records must be kept, including details such as the date, attendees, agenda, and voting results, and must be signed by attendees [43][44] - The board secretary is responsible for ensuring that resolutions are disclosed accurately and in compliance with regulations [46][47] Amendments and Interpretations - Any amendments to these rules must be proposed by the board and approved by the shareholders' meeting to take effect [48][50] - The board is responsible for interpreting these rules [50]

Core Points - The article outlines the rules and procedures for the board of directors of China Aluminum International Engineering Corporation, aiming to ensure effective governance and decision-making [1][2][3]. Group 1: General Provisions - The board of directors is established according to the law and is responsible for managing the company's assets and representing the company externally [1]. - The board operates under various legal frameworks, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2: Board Committees - The board has established specialized committees, including the Strategy Committee, Risk Management Committee, Audit Committee, Compensation Committee, and Nomination Committee, to assist in its functions [2][4]. - Each committee is required to develop its own rules of procedure, which must be approved by the board [2]. Group 3: Responsibilities of Committees - The Strategy Committee is tasked with researching and advising on long-term strategies and major investment decisions, as well as monitoring their implementation [3][4]. - The Risk Management Committee focuses on assessing major risks and ensuring the integrity of the company's risk management system [4]. - The Audit Committee is responsible for reviewing financial information, supervising internal controls, and ensuring compliance with accounting standards [5][6]. Group 4: Meeting Procedures - The board meetings are categorized into regular and temporary meetings, with regular meetings held at least four times a year [11][12]. - A quorum for meetings requires the presence of more than half of the directors, including a majority of external directors [13][20]. - Decisions are made based on a majority vote, with each director having one vote [15][20]. Group 5: Documentation and Record Keeping - Detailed records of board meetings must be maintained, including attendance, agenda, and voting results [24][29]. - The board secretary is responsible for preserving meeting records as important company documents [32]. Group 6: Amendments and Effectiveness - The rules and any amendments take effect upon approval by the shareholders' meeting and serve as an attachment to the company's articles of association [26][27].

中国冶金科工股份有限公司 董事会议事规则 （2025 年 6 月 30 日经公司 2024 年度股东周年大会审议通过） 第一章 总则 第一条 为了进一步规范中国冶金科工股份有限公司（简称 "本公司"）董事会的议事方式和决策程序，促使董事和董事会 有效地履行其职责，提高董事会规范运作和科学决策水平，根据 《公司法》、 《证券法》、 《上市公司治理准则》、 《上海证券交易所 股票上市规则》、《香港联合交易所有限公司证券上市规则》（主 板） （以下简称"《香港上市规则》" ）等有关规定和《中国冶金科 工股份有限公司章程》 （以下简称" 《公司章程》 "），制订本规则。 第二条 本规则适用于公司董事会、董事会各专门委员会、 董事、董事会秘书及本规则中涉及的有关部门及人员。 第二章 董事会的职权 第三条 董事会是公司经营决策的常设机构，对股东会负责。 公司董事会发挥决策作用，定战略、作决策、防风险。董事会遵 照《公司法》、 《公司章程》及其他有关法律的规定履行职责，对 股东会负责并报告工作。 第四条 根据《公司章程》的规定，董事会行使下列职权： （一）召集股东会会议，并向股东会报告工作； （二）执行股东会的决议； （三 ...

Core Points - The document outlines the rules for the board of directors of Gansu Guofang Industrial Trade (Group) Co., Ltd, emphasizing the importance of efficient decision-making and management authority [1][2] Chapter Summaries Chapter 1: General Principles - The board of directors is the decision-making body of the company, responsible for major operational decisions within the scope authorized by the articles of association and the shareholders' meeting [3] - The board must protect the interests of the company and all shareholders, and is subject to supervision by the audit committee [3] Chapter 2: Composition and Responsibilities of the Board - The board consists of nine directors, including three independent directors and one employee representative, with independent directors making up at least one-third of the board [4] - Directors are elected by the shareholders' meeting and serve a term of three years, with the possibility of re-election [5] - The board has the authority to make significant decisions regarding the company's operational plans, profit distribution, capital changes, and major acquisitions [11][12] Chapter 3: Directors - Directors must be natural persons elected by the shareholders' meeting and must adhere to legal and regulatory requirements [14] - Directors who fail to attend meetings without proper delegation may be recommended for replacement [15] Chapter 4: Chairman of the Board - The chairman is elected by the board and is responsible for presiding over meetings and ensuring the execution of board resolutions [24][25] Chapter 5: Board Secretary - The board secretary is a senior management position responsible for coordinating information disclosure and managing shareholder relations [26] Chapter 6: Board Meetings - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [28][29] - Meeting notifications must include essential details such as date, location, and agenda [30] Chapter 7: Independent Directors - The company establishes an independent director system to ensure objective judgment free from conflicts of interest [45] - Independent directors are elected by the shareholders and must meet specific independence criteria [46][47] Chapter 8: Supplementary Provisions - The rules may be amended in response to changes in laws or company articles, with the board responsible for ensuring compliance [50][51]

Core Viewpoint - The article outlines the governance structure and operational procedures of Anhui Natural Gas Development Co., Ltd., emphasizing the importance of scientific and democratic decision-making within the board of directors [1][2]. Group 1: Board Composition and Responsibilities - The board of directors consists of 12 members, including 1 chairman, 2 vice-chairmen, and 4 independent directors, and is accountable to the shareholders' meeting [3][4]. - The board can establish specialized committees such as strategy and investment, audit, nomination, and remuneration committees, with independent directors holding a majority in certain committees [2][12]. - Directors must adhere to legal obligations and avoid conflicts of interest, ensuring loyalty and diligence towards the company [4][5]. Group 2: Director Qualifications and Tenure - Directors must be natural persons and cannot hold office under specific disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [7][8]. - Directors are elected for a term of three years and may be re-elected, but independent directors cannot serve more than six consecutive years [3][6]. Group 3: Board Meetings and Decision-Making - The board must hold at least two regular meetings annually, with provisions for special meetings under certain conditions [13][17]. - Decisions require a majority vote from attending directors, and specific matters, such as related party transactions, necessitate the absence of interested directors during voting [23][24]. Group 4: Committees and Their Functions - The strategic committee is responsible for long-term planning and major investment proposals, while the audit committee oversees external and internal audits [12][14]. - The nomination committee focuses on selecting qualified candidates for directors and senior management, and the remuneration committee evaluates compensation policies [12][14][15]. Group 5: Documentation and Compliance - Board meeting records must be maintained for ten years, including attendance, agenda, and voting results, ensuring transparency and accountability [25][26]. - The rules governing the board's operations are subject to approval by the shareholders' meeting and must comply with national laws and regulations [26].

General Principles - The rules are established to standardize the decision-making process of the board of directors of Anhui Rongzhi Rixin Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [2][3] - The board of directors is the decision-making body for the company's management, responsible for major operational activities and accountable to the shareholders [2] Composition and Committees - The board consists of 5 directors, including 2 independent directors elected by the shareholders [3] - The board has established four specialized committees: Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee [3][4] Board Meetings - Board meetings are convened by the chairman, with provisions for the vice chairman or a designated director to convene in the chairman's absence [4][5] - The board must hold at least two meetings annually, with notifications sent out 10 days in advance for regular meetings and 3 days for temporary meetings [5][6] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of the directors present [19][20] - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [27][28] Meeting Records - The board secretary is responsible for recording meeting minutes, which must include attendance, agenda, discussion points, and voting results [35][36] - Meeting records must be accurate and signed by attendees, with provisions for dissenting opinions to be noted [38][39] Compliance and Amendments - The rules must comply with national laws and regulations, and any conflicts with existing laws will be resolved in favor of the legal provisions [14][15] - The rules are subject to approval by the shareholders and can be amended as necessary [44][45]

General Provisions - The rules are established to standardize the decision-making process of the board of directors of Beijing Huaru Technology Co., Ltd. and enhance its operational efficiency [1][2] - The board is responsible to the shareholders' meeting and consists of 6 directors, including 2 independent directors [2][3] Board Composition and Powers - The board has the authority to convene shareholder meetings, execute resolutions, and decide on business plans and investment proposals [2][3] - Directors serve a term of three years and can be re-elected, with provisions for replacement in case of resignation or other reasons [2][3] Chairman of the Board - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [4][5] - The chairman has special powers in emergencies and must report to the board afterward [5][6] Board Meetings - The board must hold at least one regular meeting in each half of the year, with provisions for temporary meetings under specific circumstances [7][8] - Meeting notifications must be sent out in advance, with specific timelines for regular and temporary meetings [8][9] Voting and Resolutions - Decisions require a majority vote from the directors present, with specific rules for related-party transactions to ensure impartiality [17][18] - The board must adhere to the authority granted by the shareholders' meeting and cannot exceed its powers [18][19] Documentation and Record Keeping - The board secretary is responsible for maintaining accurate records of meetings, including attendance, discussions, and resolutions [47][48] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [49][50] Amendments and Compliance - The rules are subject to amendments proposed by the board and require approval from the shareholders' meeting [55][56] - In case of inconsistencies with laws or regulations, the latter will take precedence [56]

中国中铁股份有限公司董事会议事规则 （2025 年 6 月修订） 第一章 总 则 第一条 为了进一步规范中国中铁股份有限公司（简称"本 公司"）董事会的议事方式和决策程序，促使董事和董事会有效 地履行其职责，提高董事会规范运作和科学决策水平，根据《中 华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和 国证券法》《上市公司章程指引》《上市公司治理准则》《中央企 业董事会工作规则（试行）》等有关规定和《中国中铁股份有限 公司章程》（以下简称"《公司章程》 "），制订本规则。 第二条 董事会应当坚持权责法定、权责透明、权责统一， 把握定战略、作决策、防风险的功能定位，忠实履职尽责，提高 科学决策、民主决策、依法决策水平，依法对公司进行经营管理， 对股东会负责并报告工作。 第三条 董事会设立董事会办公室作为董事会常设工作机 构。 第四条 本规则适用于公司董事会、董事会各专门委员会、 董事及本规则中涉及的有关部门及人员。 第二章 董事会会议的召集和召开 第五条 董事会会议包括定期会议和临时会议。 董事会每年至少召开四次定期会议。会议通知和所需文件、 - 1 - 信息及其他资料，应当在会议召开 10 日前送达 ...

General Principles - The purpose of the rules is to standardize the decision-making process of the board of directors and improve corporate governance structure [1] - The rules are based on relevant laws and regulations including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [2] - The board has the authority to convene shareholder meetings, execute resolutions, decide on business plans, and manage internal structures [2][3] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, requiring expert evaluations for major investments [2][3] - Transactions meeting certain thresholds must be submitted for board review and timely disclosure [3][4] Independent Directors - Independent directors are required to hold special meetings to discuss matters such as related party transactions and changes in commitments [5][6] - They have the authority to independently hire intermediaries for audits and consultations [6] Chairman's Responsibilities - The chairman is responsible for the operation of the board and ensuring effective communication with shareholders [7][8] - The chairman has specific powers including presiding over meetings and making emergency decisions [7] Board Committees - The board has established specialized committees including Strategy and ESG, Nomination, Audit, and Compensation Committees [12][18] - Each committee has defined responsibilities and must report to the board for approval [12][18] Meeting Procedures - Board meetings require a majority of directors to be present, with specific rules for related party transactions [20][21] - Minutes of meetings must be recorded, detailing attendance and decisions made [21] Financial and Operational Support - The company provides necessary resources for the board to fulfill its responsibilities [23] - A special fund may be established for board-related expenses, subject to shareholder approval [23] Director Accountability - Directors are accountable for their decisions, with provisions for rewards for outstanding contributions and penalties for violations [47][48] - The rules stipulate that directors must disclose dissenting opinions to avoid liability [48]