北新路桥: 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 Xinjiang Beixin Road and Bridge Group Co., Ltd, aiming to standardize decision-making processes and enhance corporate governance [1][16] - The rules are designed to ensure compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 1: Board Meeting Procedures - The board of directors must hold at least two regular meetings each year, one in each half of the year [3] - Proposals for regular meetings can be submitted by board members, specialized committees, and senior management, provided they comply with legal and regulatory requirements [4][5] - The chairman of the board is responsible for drafting proposals and must consult with the general manager and other senior management as needed [2][4] Group 2: Meeting Notifications and Attendance - Regular meeting notifications must be sent ten days in advance, while temporary meeting notifications require five days' notice [8] - In urgent situations, temporary meetings can be called with immediate notification via phone or other means [8] - Board members are expected to attend meetings in person, but can delegate their voting rights to other directors under specific conditions [6][11] Group 3: Voting and Decision-Making - Decisions require a majority vote from the board members present, with specific rules for related party transactions where interested directors must abstain from voting [11][12] - The board must ensure that all proposals are clearly defined and that any necessary materials are provided to members prior to voting [9][10] - The results of votes must be recorded accurately, and any discrepancies can be challenged by board members [10][19] Group 4: Documentation and Record-Keeping - Meeting records must be comprehensive and include details such as attendance, proposals discussed, and voting outcomes [25][26] - The board secretary is responsible for maintaining all meeting documentation for a minimum of ten years [29] - Any amendments to the rules must be approved by the shareholders' meeting and will take effect upon approval [16]