城建发展: 城建发展董事会议事规则(2025年修订)

Core Points - The document outlines the rules for the board of directors of Beijing Urban Construction Investment Development Co., Ltd. to ensure effective decision-making and compliance with relevant laws and regulations [1][9]. Group 1: General Provisions - The rules are established to standardize the board's meeting procedures and decision-making processes, ensuring the implementation of shareholder resolutions and improving work efficiency [1]. - The board of directors is required to hold at least two meetings annually, with written notice sent to all directors at least 10 days in advance [5]. Group 2: Proposals and Notifications - The board secretary must gather opinions from directors before forming proposals and submit them to the chairman for approval [6]. - In specific situations, such as proposals from shareholders or a significant number of directors, the chairman must convene a temporary board meeting within 10 days of receiving the proposal [2][5]. Group 3: Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid, and the chairman is responsible for convening and presiding over the meeting [10][11]. - Meetings can be held in person or via communication methods, ensuring all directors can communicate effectively [12]. Group 4: Voting Procedures - Voting is conducted on a one-person, one-vote basis, with directors required to express their voting intentions clearly [19]. - Directors must recuse themselves from voting on proposals where they have a conflict of interest [20]. Group 5: Meeting Records and Resolutions - The board secretary is responsible for recording meeting minutes, which must include details such as the names of attendees and voting results [23]. - Resolutions require approval from more than half of the directors present, and any conflicting resolutions are resolved by the most recent decision [24][26]. Group 6: Miscellaneous - The rules are subject to relevant laws and regulations, and any conflicts with future laws will be governed by the latter [28]. - The rules will take effect upon approval by the shareholders' meeting, replacing the previous version from 2022 [30].