国投智能: 国投智能信息股份有限公司董事会议事规则（2025年5月）

General Principles - The purpose of the rules is to ensure the effective operation and decision-making of the board of directors of Guotou Intelligent Information Co., Ltd. [1] - The board of directors is the main decision-making body of the company, responsible for strategic decisions, risk management, and accountability to the shareholders [1][2]. Board Meeting Organization - The board of directors has a permanent office responsible for preparing meetings and handling daily affairs [2]. - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2][4]. - The chairman of the board is responsible for convening and presiding over meetings, with provisions for vice-chairmen or other directors to take over if necessary [5]. Meeting Notification and Attendance - Notifications for regular meetings must be sent 10 days in advance, while temporary meetings require 5 days' notice [5][6]. - A quorum for meetings requires the presence of more than half of the directors [6][12]. - Directors are expected to attend in person, but can delegate their voting rights to another director under specific conditions [13][14]. Decision-Making Process - Proposals must be clearly defined and included in the meeting notice to be eligible for voting [16]. - Voting is conducted by a show of hands or written ballot, with each director having one vote [19]. - Decisions require a majority approval from the attending directors, with specific rules for related party transactions [25][26]. Meeting Records and Documentation - Meeting records must accurately reflect the discussions and decisions made, and should be signed by attendees [33][34]. - The board secretary is responsible for maintaining all meeting documentation for a minimum of 10 years [38]. Amendments and Compliance - The rules must comply with national laws and regulations, and will be revised as necessary [41][42]. - The board of directors is responsible for interpreting and amending these rules [43].