Part One: 2025 Board of Directors Operational Overview
The Board of Directors of Shenzhen Institute of Building Science Co., Ltd. (hereinafter referred to as the Company) adhered to the principles of legality, compliance, and efficiency in 2025, strengthening its own construction and promoting the review and decision-making of major matters. Throughout the year, the Board held 9 meetings, 13 specialized committee meetings (including independent director meetings), and 3 shareholder meetings, reviewing a total of 34 proposals including the annual report, comprehensive budget, compensation assessment, system revisions, and personnel appointments. The Company prepared and disclosed 49 announcements and 32 documents, ensuring shareholders' rights to information, decision-making, and participation, and implementing the resolutions of the shareholders' meetings. The Company completed the revision of its Articles of Association and governance system adjustments, supervised organizational structure adjustments, promoted a subsidiary authorization list management model, and enhanced management efficiency. Independent directors were fully supported in their duties, strengthening the research functions of specialized committees and providing guidance on business management, transformation, and market expansion. Independent directors participated in annual operational meetings and special seminars, researched frontline management conditions, and provided professional opinions on matters such as changes in audit firms, accounting estimates, and sustainable development systems, supporting the Company's comprehensive high-quality development from a strategic and professional perspective.
High-Quality Completion of Information Disclosure
Under the guidance of the Board, the Company strictly implemented the Articles of Association and related system requirements, enhancing operational standardization. The Company received an A-level rating for information disclosure from the Shenzhen Stock Exchange for four consecutive years from 2022 to 2025 and was recognized by the China Association of Public Companies for its excellent practices in annual board operations, sustainable development, and board office practices, demonstrating the exemplary influence and responsibility of state-owned listed companies in strategic leadership, investor relations management, internal control system construction, and sustainable development.
Part Two: 2025 Board of Directors Functionality
In 2025, the Board of Directors diligently fulfilled its responsibilities under the Company Law of the People's Republic of China and the Articles of Association. All directors acted with diligence and integrity, thoroughly reviewing various topics and making scientific decisions on major matters. A total of 34 proposals were reviewed regarding corporate governance, periodic reports, profit distribution, internal control, and related transactions, actively promoting the review and implementation of major company matters, contributing to the Company's development strategy, technological innovation, risk management, and compliance. Specialized committees and independent directors provided professional judgment and oversight for major decision-making, effectively safeguarding the legitimate rights and interests of shareholders, especially minority shareholders. There were no instances of dissenting or abstaining votes throughout the year.
Board Meeting Overview
| Meeting Type | Total Meetings | On-Site Meetings | Communication Votes | Agenda Items Reviewed |
|---|---|---|---|---|
| Board Meetings | 9 | 3 | 6 | 34 |
| Audit Committee | 7 | - | - | 16 |
| Strategy and ESG Committee | 2 | - | - | 4 |
| Compensation and Assessment Committee | 3 | - | - | 3 |
| Independent Director Meetings | 1 | - | - | 2 |