中兴商业: 董事会议事规则（2025年7月）

Core Points - The document outlines the rules for the board of directors of ZTE-Shenyang Commercial Building (Group) Co., Ltd, aiming to standardize decision-making processes and enhance governance [1][2][3] Chapter Summaries Chapter 1: General Principles - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and ensuring compliance with laws and regulations [1][2] - The securities department handles daily affairs of the board [1] Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including a chairman and potentially a vice-chairman, with at least one-third being independent directors [2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [2][3] Chapter 3: Powers of the Chairman - The chairman presides over meetings, ensures execution of board resolutions, and has special authority in emergencies [3][4] Chapter 4: Board Meetings - The board must meet at least twice a year, with meetings convened by the chairman [4][5] - Special meetings can be called under specific circumstances, such as shareholder requests or regulatory requirements [4][5] Chapter 5: Meeting Procedures - Meetings require a quorum of over half the directors, and decisions must be made through a majority vote [6][7] - Directors must attend meetings in person or delegate their voting rights appropriately [8][9] Chapter 6: Documentation and Record-Keeping - Meeting records must be maintained for at least 10 years, including minutes, attendance, and voting results [12][13]