青岛双星: 董事会议事规则（2025年8月）

Core Points - The document outlines the rules for the board of directors of Qingdao Double Star Co., Ltd, emphasizing the board's rights, obligations, and responsibilities in corporate governance [1] - The board is responsible for managing the company in accordance with the decisions made by the shareholders and the company's articles of association [2] - The board must adhere to relevant laws and regulations to protect the interests of the company and its shareholders [3] Summary by Sections Board Authority and Responsibilities - The board has the authority to convene shareholder meetings, execute shareholder resolutions, and determine the company's operational plans and investment strategies [1][2] - It is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [1][2] - The board also decides on external investments, asset transactions, and internal management structures [1][2] Meeting Procedures - The board must hold at least two meetings annually, with proper notice given to all directors [6] - Special meetings can be called under specific circumstances, such as shareholder requests or audit committee proposals [8] - Meeting notifications must include the date, location, agenda, and other relevant details [10] Voting and Decision-Making - A quorum of more than half of the directors is required for meetings, and each director has one vote [12] - Directors with conflicts of interest must disclose their relationships and cannot vote on related matters [7][12] - Decisions require a majority vote from attending directors, with specific rules for related party transactions [17][20] Documentation and Record-Keeping - Meeting minutes must be comprehensive and accurately reflect discussions and decisions made [22] - Records should be maintained for at least ten years as part of the company's important archives [23] - The board is responsible for interpreting and amending these rules as necessary [28][29]