兰生股份: 东浩兰生会展集团股份有限公司董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules for the board of directors of Donghao Lansheng Exhibition Group Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1] Group 1: Board Authority - The board has the authority to convene shareholder meetings and report on its work [1] - It is responsible for executing shareholder resolutions and determining the company's operational plans and investment proposals [1] - The board also approves annual financial budgets and profit distribution plans [1] Group 2: Board Committees - The board establishes specialized committees, including the Audit Committee, Strategic and ESG Committee, Compensation and Assessment Committee, and Nomination Committee [2] - Each committee is composed entirely of board members and is responsible for specific tasks, reporting back to the board [2][3] Group 3: Audit Committee Responsibilities - The Audit Committee reviews financial information and oversees internal and external audits [3] - It is responsible for managing information disclosure and proposing the appointment or replacement of the auditing firm [3] Group 4: Strategic and ESG Committee Responsibilities - This committee focuses on long-term development strategies and sustainable practices, providing recommendations to the board [3] - It reviews the company's ESG reports and assesses the performance of sustainability initiatives [3] Group 5: Nomination and Compensation Committees - The Nomination Committee sets standards for selecting board members and senior management, making recommendations to the board [4] - The Compensation Committee develops assessment criteria and compensation policies for directors and senior management [4] Group 6: Meeting Procedures - The board must hold at least two regular meetings each year, with procedures for calling special meetings under specific circumstances [5][6] - Meeting notifications must be sent out in advance, detailing the agenda and necessary materials [6][7] Group 7: Voting and Decision-Making - Decisions require a majority vote from the board members present, with specific rules for abstentions and conflicts of interest [10][11] - The board must adhere to the company's articles of association and legal regulations when making decisions [11][12] Group 8: Documentation and Record-Keeping - Meeting records must be maintained, including attendance, agenda items, and voting results [32][33] - The board secretary is responsible for preserving meeting archives for a minimum of ten years [36]