中南文化: 董事会议事规则（2025年8月）

Core Points - The document outlines the rules and regulations governing the board of directors of Zhongnan Hong Culture Group Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance operational efficiency [1][2]. Chapter Summaries Chapter 1: General Principles - The rules are established to define the responsibilities and decision-making processes of the board of directors, ensuring compliance with relevant laws and regulations [1]. Chapter 2: Composition and Powers of the Board - The board consists of 9 directors, including 4 independent directors, and is responsible for convening shareholder meetings, executing resolutions, and making key operational decisions [2][3]. Chapter 3: Chairman of the Board - The chairman is elected by a majority of the board and is responsible for presiding over meetings and ensuring the execution of board resolutions [5]. Chapter 4: Board Organization - The board has a secretary responsible for managing meetings, documentation, and information disclosure, and must meet specific qualifications [6][8]. Chapter 5: Board Proposals - Directors and the general manager can propose items for board consideration, with specific requirements for submission and approval [13][14]. Chapter 6: Board Meeting Convening - The board must hold regular meetings at least twice a year, with provisions for calling special meetings under certain conditions [29][30]. Chapter 7: Meeting Notifications - Notifications for meetings must be sent in advance, detailing the agenda and necessary materials for discussion [33][34]. Chapter 8: Meeting Conduct and Voting - A quorum is required for meetings, and voting procedures are outlined, including the need for independent directors' approval for certain proposals [38][39]. Chapter 9: Meeting Records - Detailed records of meetings must be maintained, including attendance, discussions, and voting outcomes [55][56]. Chapter 10: Decision Execution - The board secretary is responsible for announcing decisions and ensuring their implementation, with oversight from the chairman [61][62]. Chapter 11: Rule Amendments - The rules can be amended in response to changes in laws or company regulations, requiring shareholder approval [63][64].