Chapter 1 General Principles
Article 1
To ensure the standardized operation of the company, improve the efficiency of the board of directors, and enhance the level of scientific decision-making in accordance with laws and regulations such as the Company Law of the People's Republic of China and the Articles of Association of China National Machinery Industry Group Co., Ltd., these rules are formulated based on the actual situation of the company.
Chapter 2 Regular and Special Meetings of the Board
Article 2
Board meetings are divided into regular meetings and special meetings. The board shall hold at least two meetings each year and convene special meetings as needed.
Article 3
A special meeting of the board shall be convened under the following circumstances:
- When proposed by shareholders representing more than one-tenth of the voting rights;
- When proposed by more than one-third of the directors;
- When proposed by the Audit and Risk Management Committee;
- When proposed by more than half of the independent directors;
- When deemed necessary by the chairman;
- When requested by the securities regulatory authority;
- Other circumstances as stipulated in the Articles of Association.
Article 4
Proposals for convening a special board meeting must be submitted in writing, signed (or sealed) by the proposer, either through the board office or directly to the chairman. The written proposal must include:
- The name or title of the proposer;
- The reasons for the proposal or the objective basis for the proposal;
- The time, location, and method of the proposed meeting;
- Clear and specific proposals;
- Contact information of the proposer and the date of the proposal.
The proposal must fall within the scope of authority of the board as defined in the Articles of Association, and relevant materials must be submitted. Upon receiving the written proposal and related materials, the board office shall forward them to the chairman and the board secretary on the same day. The board secretary shall verify whether the proposal is within the scope of the board's review and may seek opinions from the general manager and other senior management as needed, then submit it to the chairman for approval before it can be included in the board agenda. If the chairman finds the proposal unclear or insufficient, they may request the proposer to amend or supplement it. The chairman shall convene the board meeting within ten days of receiving the proposal or the request from the securities regulatory authority.
Chapter 3 Meeting Preparation
Article 5
The board secretary is responsible for preparing board meetings, which includes:
- Verifying whether significant operational management topics have been studied by the company's party committee;
- Preparing documents for discussion at the meeting;
- Distributing meeting notices and materials;
- Collecting questions and opinions from directors before the meeting and reporting them to the chairman or convener in a timely manner, providing necessary explanations within the authorized scope to improve meeting efficiency;
- Arranging the location and conditions for the meeting.
The board documents shall be prepared by the board secretary and delivered to all directors before the meeting.
Article 6
The topics for board discussion shall be drafted by the general manager, board secretary, and financial officer in collaboration with relevant functional departments within their responsibilities, along with relevant explanations. All documents shall be compiled by the board secretary and reported to the chairman.
Article 7
The topics for board meetings shall be determined by the chairman. The meeting notice shall be drafted by the board secretary based on the meeting topics and sent after approval by the chairman.