Core Points - The document outlines the rules governing the board of directors of Suzhou Jin Tanglang Architectural Decoration Co., Ltd, aimed at enhancing decision-making efficiency and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and executing its resolutions [1][2] - The board consists of 7 directors, including 3 independent directors and 1 employee representative [1][2] Group 2: Board Composition and Responsibilities - Directors are elected for a term of three years, with the possibility of re-election [1][2] - The board has various responsibilities, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [6][7] Group 3: Board Meetings - The board must hold at least two regular meetings annually, with proper notice given to all directors [14][15] - A temporary meeting can be called upon request from shareholders or directors, with specific notice requirements [16][17] Group 4: Voting and Decision-Making - Board meetings require a majority of directors to be present for decisions to be valid, and resolutions must be passed by a majority vote [19][20] - Directors must disclose any conflicts of interest and cannot vote on matters where they have a personal stake [10][11] Group 5: Committees - The board establishes specialized committees, including an audit committee and a strategic committee, to assist in governance [10][11] - Each committee's proposals must be submitted to the board for approval [10][11] Group 6: Documentation and Accountability - Meeting minutes must be recorded and signed by attendees, and directors are responsible for the resolutions passed [30][31] - The board secretary is responsible for managing documentation and ensuring compliance with disclosure requirements [5][12]

Core Points - The article outlines the governance structure and operational procedures of Qingdao High Test Technology Co., Ltd.'s board of directors, emphasizing the importance of efficient decision-making and compliance with relevant laws and regulations [1][4][11]. Group 1: Board Composition and Responsibilities - The board consists of nine directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][4]. - The board is responsible for managing the company's assets and reporting to the shareholders' meeting, executing resolutions, and making key decisions regarding business plans and investments [1][7][8]. Group 2: Decision-Making Procedures - The board must establish strict review and decision-making processes for external investments, asset sales, and related transactions, requiring expert evaluations for significant projects [1][8]. - Transactions that meet certain thresholds, such as involving assets over 10% of total assets or profits exceeding 10% of net profit, must be approved by the board [1][9][10]. Group 3: Meeting Protocols - The board is required to hold at least two meetings annually, with specific protocols for notifying members and handling changes to meeting agendas [1][19][20]. - Decisions are made through a voting process, requiring a majority of directors present, and must be documented accurately in meeting records [1][28][41]. Group 4: Director Qualifications and Duties - Directors must meet specific qualifications, including not having a criminal record or being subject to disqualification by regulatory authorities [12][13]. - Directors have fiduciary duties to act in the best interest of the company, avoiding conflicts of interest and ensuring diligent performance of their responsibilities [15][16][18].

Core Points - The document outlines the rules and procedures for the board of directors of Guangdong Saiwei Microelectronics Co., Ltd, aiming to enhance governance and decision-making efficiency [3][39]. - It specifies the responsibilities of the chairman and the board office, including the process for convening meetings and handling proposals [2][3][4]. Group 1: Meeting Procedures - The chairman must convene a board meeting within 10 days of receiving a proposal [2]. - Regular meetings should be held at least twice a year, while special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [3][4]. - Meeting notifications must be sent out in advance, with specific timelines for regular (10 days) and special meetings (5 days) [2][3]. Group 2: Proposal Handling - Proposals for meetings must be submitted in writing, detailing the proposer’s identity, reasons, and specific agenda items [3][5]. - The board office is responsible for collecting and forwarding proposals to the chairman, who can request clarifications if necessary [3][6]. Group 3: Voting and Decision-Making - A quorum requires the presence of more than half of the directors, and decisions must be approved by a majority [11][16]. - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [12][29]. - In cases of conflict of interest, affected directors must abstain from voting [23][24]. Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendees, agenda items, and voting results, and must be signed by the directors [37][39]. - The board office is responsible for maintaining meeting archives for at least 10 years [43][44].

General Provisions - Jiangsu Huachen Transformer Co., Ltd. establishes rules for the board of directors to clarify responsibilities and ensure compliance with laws and regulations [1][4] - The board consists of 8 directors, including 3 independent directors and 1 employee representative [1][4] Board Composition and Committees - The board has specialized committees: Strategic Committee, Audit Committee, Nomination Committee, Compensation and Assessment Committee, and ESG Committee [1][2] - The Strategic Committee is responsible for long-term development strategies and major investment proposals [1][2] - The Audit Committee oversees financial reporting and internal controls [2][3] - The Nomination Committee proposes standards for selecting directors and senior management [2][3] - The Compensation and Assessment Committee evaluates and recommends compensation policies for directors and senior management [2][3] - The ESG Committee focuses on environmental, social, and governance goals and risks [3] Board Authority - The board must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders [4] - The board can authorize the chairman for specific investment and asset management decisions [4] Meeting Procedures - The board holds at least two regular meetings annually, with provisions for temporary meetings under certain conditions [5][6] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [6][7] - A quorum requires the presence of more than half of the directors [7][8] - Voting procedures are outlined, with each director having one vote [10][11] Decision-Making and Record-Keeping - Decisions require a majority vote from the directors present, with specific rules for conflicts of interest [11][12] - Meeting records must be maintained, including attendance and voting results [39][40] - The board's resolutions must be announced in accordance with regulatory requirements [40][41] Amendments and Validity - The rules are subject to amendments approved by the shareholders and must comply with national laws and regulations [44][46] - The rules take effect upon approval by the shareholders' meeting [46]

Core Points - The document outlines the rules for the board of directors of ZTE-Shenyang Commercial Building (Group) Co., Ltd, aiming to standardize decision-making processes and enhance governance [1][2][3] Chapter Summaries Chapter 1: General Principles - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and ensuring compliance with laws and regulations [1][2] - The securities department handles daily affairs of the board [1] Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with at least one-third being independent directors [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [2][3] Chapter 3: Powers of the Chairman - The chairman presides over meetings, ensures execution of board resolutions, and has special authority in emergencies [3][4] Chapter 4: Board Meetings - The board must meet at least twice a year, with meetings convened by the chairman [4][5] - Special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [4][5] Chapter 5: Meeting Procedures - Meetings require a quorum of over half the directors, and decisions must be made through a majority vote [6][7] - Directors must attend meetings in person or delegate their voting rights appropriately [8][9] Chapter 6: Documentation and Record-Keeping - Meeting records must be maintained for at least 10 years, including minutes, attendance, and voting results [12][13]

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]