开普检测: 《董事会议事规则》（2025年8月修订）

General Principles - The rules aim to improve the governance structure of Xuchang Kaipu Testing Research Institute Co., Ltd. and ensure the board of directors operates independently and effectively [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting and must act within the authority granted by laws, regulations, and the company's articles of association [1][2] Meeting Convening and Notification - The board meetings can be proposed by shareholders holding more than 10% of voting rights, one-third of the directors, or the finance and audit committee [2] - Regular board meetings must be held at least twice a year, with notifications sent 10 days in advance for regular meetings and 3 days for temporary meetings [2][3] Meeting Procedures - A board meeting requires the presence of more than half of the directors to be valid [4] - Independent directors must attend personally and cannot delegate their voting rights unless they have reviewed the materials beforehand [4][5] Voting and Resolutions - Each director has one vote, and resolutions require a majority of the attending directors to pass [8][22] - In cases of conflicts of interest, relevant directors must abstain from voting, and decisions must be made by a majority of non-related directors [22][23] Meeting Records and Announcements - The board secretary is responsible for preparing and maintaining meeting documents, ensuring records are accurate and complete [27][29] - Resolutions must be reported to the Shenzhen Stock Exchange promptly after the meeting, including details of the voting results and any related transactions [32][34] Amendments and Effectiveness - The rules can be amended based on actual circumstances and must be approved by the shareholders' meeting [38][39] - The rules take effect upon approval by the shareholders' meeting [39]