中青旅: 中青旅控股股份有限公司董事会议事规则

Group 1 - The purpose of the rules is to standardize the board's decision-making process and enhance the effectiveness of the board's operations [1] - The board consists of a secretary and a securities representative to assist in fulfilling its responsibilities [2][3] - The board has specialized committees, including strategy, internal control and audit, nomination, and remuneration, with independent directors holding a majority in certain committees [2] Group 2 - Regular board meetings are held at least twice a year, with a ten-day notice required for all directors [6] - Proposals for regular meetings are prepared by the board office and submitted to the chairman for approval [7] - Emergency meetings can be called under specific circumstances, with a three-day notice required for temporary meetings [8] Group 3 - Meeting notifications must include the date, location, agenda, and notification date [12] - Changes to meeting notifications must be communicated at least three days in advance, or with the consent of all attending directors [13] - Directors are expected to attend meetings in person, but can delegate their attendance under certain conditions [14] Group 4 - Board meetings require a quorum of more than half of the directors to be valid [18] - Meetings can be held in person or through electronic means, ensuring all directors can express their opinions [19] - Proposals must be clearly stated in the meeting notice, and no additional proposals can be voted on without unanimous consent [20] Group 5 - Voting results are collected and announced promptly after the meeting [22] - Resolutions require a majority vote from the directors present, with specific rules for conflicts of interest [24][25] - If a proposal is not approved, it cannot be reconsidered within a month unless significant changes occur [27] Group 6 - Meeting records must be created, detailing attendance, proposals, and voting outcomes [31] - Directors must sign off on meeting records, and any dissenting opinions should be documented [33] - The board secretary is responsible for maintaining all meeting documentation permanently [35]