（2025 年第 1 次修订） 第一章 总则 第一条 为了进一步规范中材科技股份有限公司（以下简称"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》（以下简称"《证券法》"）、《深圳证券交易所股票上市规则》 （以下简称"《上市规则》"）等有关法律、法规及《中材科技股份有限公司章程》 （以下简称"《公司章程》"）的规定，特制定本规则。 第二条 董事会是公司的常设机构，是公司的经营决策和业务领导机构。董事 会审议议案、决定事项，应当充分考虑维护股东和公司的利益，严格依法办事。 第三条 公司董事为自然人，有下列情形之一的，不能担任公司的董事： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序，被 判处刑罚，执行期满未逾 5 年，或者因犯罪被剥夺政治权利，执行期满未逾 5 年，被 宣告缓刑的，自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业的破 产负有个人责任的，自该 ...

Group 1 - The board of directors is established as a permanent executive body responsible to the shareholders' meeting and exercises powers granted by laws, regulations, and the company's articles of association [1] - The board consists of nine directors, including three independent directors, with a chairman and a vice-chairman elected by a majority of the board [1][2] - The board must hold at least two meetings annually, with the chairman responsible for convening these meetings [2][3] Group 2 - The board can be called to a temporary meeting upon request from shareholders holding more than 10% of voting rights or one-third of the directors [2][3] - Proposals for temporary meetings must be submitted in writing, detailing the proposer’s name, reasons, meeting time, location, and specific proposals [2][3] - The board secretary is responsible for handling daily affairs and ensuring proper documentation of meetings [2][3][4] Group 3 - A quorum for board meetings requires the presence of more than half of the directors [4][5] - Directors must attend meetings in person or delegate their voting rights in writing, with specific rules regarding delegation to ensure transparency [5][6] - Voting at meetings is conducted by a show of hands or ballot, with clear options for approval, disapproval, or abstention [7][8] Group 4 - Decisions require a majority vote from the directors present, with specific rules for related party transactions and conflicts of interest [8][9] - Meeting minutes must be recorded, including attendance, proposals discussed, and voting results, and must be signed by attending directors [9][10] - The board secretary is responsible for maintaining meeting records for a minimum of ten years [10][11]

General Principles - The rules aim to improve the corporate governance structure of Hubei Ping An Electric Technology Co., Ltd. and standardize the decision-making processes of the board of directors [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] Powers of the Board of Directors - The board has the authority to convene shareholders' meetings, execute resolutions, and decide on business plans and investment proposals [3][4] - It is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [3][4] - The board can also decide on external investments, asset sales, and management structure [3][4] Composition of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [5][6] - Directors must meet specific qualifications and cannot hold positions if they have certain legal or financial issues [5][6] Board Meetings - The board must hold at least two meetings annually, with proper notice given to all directors [16][26] - Special meetings can be called under specific circumstances, such as shareholder requests or proposals from independent directors [16][28] Decision-Making Procedures - Decisions require a majority vote from the directors present, and specific procedures must be followed for various types of transactions [46][47] - The board must ensure that decisions comply with legal regulations and do not harm the interests of shareholders, especially minority shareholders [25][46] Responsibilities of the Board Secretary - The board secretary is responsible for preparing meetings, managing information disclosure, and coordinating investor relations [18][20] - The secretary must ensure compliance with disclosure regulations and maintain confidentiality of sensitive information [20][21] Committees of the Board - The board establishes specialized committees, including an audit committee and a remuneration committee, to assist in decision-making [15][25] - These committees must include a majority of independent directors and are responsible for specific oversight functions [15][25] Record Keeping - Detailed records of board meetings must be maintained, including attendance, discussions, and voting results [51][52] - The records must be signed by the directors and stored for a minimum of ten years [56]

Core Points - The document outlines the rules and regulations governing the board of directors of Shenzhen Guotian Group Co., Ltd, ensuring effective decision-making and compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board of directors is the decision-making body of the company, responsible for safeguarding the interests of the company and all shareholders [1] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Independent directors must meet specific criteria, including independence, relevant experience, and good personal character [4][5] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [5][6] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [14][20] - Directors must attend meetings in person or delegate their voting rights through written authorization [15][16] Group 3: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [20][21] - Directors with conflicts of interest must abstain from voting on related proposals, ensuring that decisions are made by independent directors [23][24] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association when making decisions [24][25] Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [29][31] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [34]

Core Points - The document outlines the rules governing the board meetings of Lida Xin IoT Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and complies with relevant laws and regulations [1] - The board is responsible for managing the company's assets and is accountable to the shareholders [1] Chapter 2: Composition of the Board - The board consists of 7 to 11 directors, including 3 to 4 independent directors [1] Chapter 3: Powers of the Board - The board must fulfill its legal responsibilities and ensure compliance with laws and regulations [2] - Specific powers include convening shareholder meetings, formulating profit distribution plans, and making decisions on significant investments and acquisitions [2][3] Chapter 4: Authorization of the Board - The board can delegate certain powers to the chairman or general manager to enhance operational efficiency [7] - The chairman has the authority to convene meetings and oversee the execution of board resolutions [7] Chapter 5: Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [8] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [8][11] Chapter 6: Board Secretary - The board secretary is responsible for managing information disclosure and coordinating communication between the company and stakeholders [19] - The secretary must possess relevant qualifications and is accountable to the board [19][20] Chapter 7: Miscellaneous - The rules take effect upon approval by the shareholders and are subject to amendments as necessary [22][23]

Core Points - The document outlines the rules governing the board of directors of Shenzhen Zhenbang Intelligent Technology Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Group 1: General Principles - The rules are established to ensure the board operates within the framework of the Company Law and the company's articles of association [1] - The board is accountable to the shareholders' meeting [1] Group 2: Composition and Powers of the Board - The board consists of 5 directors, including 2 independent directors, with independent directors making up at least one-third of the board [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and determining operational plans and investment proposals [2][3] Group 3: Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders' meeting for approval [3] - The board is responsible for establishing strict review and decision-making processes for significant investments and transactions [3][4] Group 4: Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening them [9] - Meetings can be proposed by shareholders or directors, and must be notified in advance [9][10] Group 5: Special Committees - The board establishes specialized committees, including an audit committee, to oversee financial information and audit processes [14][15] - Other committees include strategic, nomination, and compensation committees, each with specific responsibilities [15][17]

安徽安纳达钛业股份有限公司 董事会议事规则 （2025 年 7 月） 第一章 总 则 第一条 为健全和规范安徽安纳达钛业股份有限公司(以下简称公司)董事会的议事方式和决 策程序，确保董事会高效运作和科学决策，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》（以下简称《证券法》）、《深圳证券交易所股票上市规则》等法律、 行政法规、规范性文件和《安徽安纳达钛业股份有限公司章程》（以下简称《公司章程》）的有 关规定，制定本议事规则。 第二条 公司依法设立董事会，董事会对股东会负责。董事会是公司经营管理的决策机构， 为维护公司和全体股东的利益，在《公司章程》和股东会的授权范围内，负责公司发展目标和重 大经营活动的决策。 （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公司形式的方案 （七）在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、对外担保事项、 委托理财、关联交易、对外捐赠等事项； 第三条 董事会应当在《公司法》和《公司章程》规定的范围内 ...

General Principles - The rules are established to standardize the board meeting procedures of Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and enhance the board's operational efficiency and decision-making quality [1][2] - The board is responsible for various key functions including convening shareholder meetings, formulating profit distribution plans, and making significant corporate decisions such as mergers and acquisitions [2][4] Board Structure and Committees - The board has specialized committees including audit, strategy, nomination, and compensation committees, which are accountable to the board and must submit proposals for board review [1][2] - The audit committee must have a majority of independent directors and is led by a professional accountant [1][2] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [5][6] - Temporary meetings can be called under specific circumstances, and proposals for such meetings must be submitted in writing [6][7] Proposal and Notification Process - Proposals for board meetings must be clear and specific, and the board secretary is responsible for notifying all directors at least ten days in advance for regular meetings [8][9] - In urgent situations, the notification period can be shortened to five days, provided all directors agree [7][10] Voting and Decision-Making - Decisions require a majority of directors present, and certain significant decisions require a two-thirds majority [19][20] - Directors must disclose any conflicts of interest and abstain from voting on related matters [20][21] Record Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [24][25] - Records are to be maintained for ten years [25] Specialized Committees - The board has established specialized committees such as the audit committee, which oversees financial reporting and internal controls, and the nomination and compensation committees, which handle the selection and remuneration of directors and senior management [27][28][29] - Each committee must have a majority of independent directors and is responsible for making recommendations to the board [28][29]

General Principles - The rules are established to standardize the board's decision-making process and improve operational efficiency based on the Company Law and the company's articles of association [2][21] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [2] Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and must include one employee representative if the company has more than 300 employees [3] - Directors serve a term of three years and can be re-elected, with independent directors limited to a maximum of six years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [5][8] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, including those involving assets exceeding 10% of total assets or net assets [6][8] - Independent directors must approve certain transactions, particularly those involving related parties, to ensure compliance with regulations [6][9] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [12][17] - A quorum requires more than half of the directors to be present, and decisions are made by majority vote [15][29] Voting and Resolutions - Directors must express clear opinions on proposals, and any proposal not included in the meeting notice cannot be voted on [29][30] - In cases where directors have conflicts of interest, they must abstain from voting, and decisions must be made by a majority of non-related directors [33][34] Documentation and Accountability - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [37][20] - Directors are responsible for the board's resolutions, and any violations leading to company losses may result in liability for participating directors [20]

Core Points - The document outlines the rules and procedures for the board of directors of China Shipbuilding Industry Corporation Han Guang Technology Co., Ltd, aiming to enhance governance and decision-making efficiency [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of 9 directors, including 3 independent directors and 1 employee representative [1][2] - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's strategic and development plans [2][3][4] - The board has the authority to establish various committees, including a strategy committee, audit committee, nomination committee, and compensation and assessment committee [1][2] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least one regular meeting held in each half of the year [12][13] - The chairman is responsible for convening and presiding over meetings, and must call a temporary meeting within 10 days upon receiving a proposal [7][8] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [20][33] Group 3: Decision-Making and Voting - Decisions on significant transactions must be reviewed and approved by the board, with specific thresholds for asset transactions outlined [5][6] - Directors must avoid conflicts of interest and are required to abstain from voting on related proposals [15][34] - Meeting records must be maintained, including attendance, agenda, and voting results, which are to be signed by attendees [37][40] Group 4: Information Disclosure - The board secretary is responsible for handling the announcement of board resolutions in accordance with relevant regulations [41] - Confidentiality obligations are imposed on all participants regarding sensitive meeting content [42] Group 5: Miscellaneous Provisions - The rules are subject to national laws and regulations, and any amendments must be approved by the shareholders' meeting [44][46]