济高发展: 济南高新发展股份有限公司董事会议事规则（2025年8月）

Core Points - The document outlines the rules for the board of directors of Jinan High-tech Development Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: Board Responsibilities - The board is accountable to the shareholders and has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [2][3] - The board is responsible for formulating profit distribution plans, managing capital changes, and overseeing major acquisitions or mergers [2][3] - The board must collectively exercise its statutory powers and cannot delegate these powers to others [3] Group 2: Meeting Procedures - The board must hold at least two regular meetings each year, one in each half [4] - Proposals for regular meetings should be prepared after consulting all directors, and the chairman will draft the agenda [4][5] - Emergency meetings can be called under specific circumstances, and proposals must be submitted in writing [5][6] Group 3: Voting and Decision-Making - A quorum requires more than half of the directors to be present for meetings to proceed [9] - Each director has one vote, and decisions are made based on majority approval unless otherwise specified by law or the company's articles [13][19] - Directors must abstain from voting on matters where they have a conflict of interest [22] Group 4: Documentation and Record-Keeping - Meeting minutes must accurately reflect the discussions and decisions made, including attendance and voting results [27][29] - The board secretary is responsible for maintaining all meeting records for a period of ten years [32][33]