五矿发展: 五矿发展股份有限公司董事会议事规则（修订稿）

Core Points - The document outlines the rules for the board of directors of Wuzhong Development Co., Ltd., aiming to enhance decision-making efficiency and ensure smooth operations [2][27] - The board is required to hold at least four regular meetings annually, with provisions for special meetings as necessary [2][3] Board Authority - The board has the authority to convene shareholder meetings, report on its work, execute shareholder resolutions, and formulate company strategies and annual plans [3][4] - It is responsible for financial planning, profit distribution, capital changes, and major acquisitions or mergers [4][5] - The board can delegate certain powers to the chairman and general manager, with specific decision-making processes outlined [3][4] Decision-Making Procedures - Transactions involving significant asset purchases or sales must be reviewed by the board if they meet certain thresholds, such as 10% of total assets or net assets [4][5] - The board must consider the opinions of the company’s party committee before making major decisions [5] Independent Directors - Independent directors are required to attend meetings, provide opinions on significant matters, and protect the rights of minority shareholders [8][9] - They have special rights, including hiring external consultants and proposing meetings [9][10] Meeting Procedures - Regular and special meetings must be convened with proper notice, and decisions require a majority of directors present [15][25] - The board must maintain confidentiality regarding meeting discussions and decisions until officially disclosed [17][25] Documentation and Record-Keeping - Meeting resolutions must be documented, including attendance, decisions made, and voting results [40][41] - Records must be kept for at least ten years, ensuring transparency and accountability [45][46]