重庆建工: 重庆建工集团股份有限公司董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules and procedures for the board of directors of Chongqing Construction Engineering Group Co., Ltd, aiming to enhance governance and decision-making efficiency [1][2]. Group 1: Board Structure and Responsibilities - The board of directors is the decision-making body responsible for the company's operational management and safeguarding shareholder interests [1]. - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [1][3]. - The chairman of the board has specific responsibilities, including presiding over meetings and ensuring the execution of board resolutions [3][4]. Group 2: Committees and Their Functions - The board has established four specialized committees: Strategic Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee [4][5]. - The Strategic Committee is tasked with researching and proposing suggestions on long-term development strategies and major investment decisions [4]. - The Audit Committee oversees financial information disclosure and evaluates internal and external audit work [5][6]. Group 3: Meeting Procedures - Board meetings can be regular or temporary, with specific procedures for convening and notifying members [7][8]. - A quorum for meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [9][10]. - Special rules apply for related party transactions, requiring approval from independent directors before submission to the board [11][12]. Group 4: Decision-Making and Documentation - Decisions made by the board must be documented in writing, with signatures from attending directors [15][16]. - The board is responsible for ensuring compliance with legal and regulatory requirements in its decision-making processes [20][21]. - The rules are subject to amendments, which must be approved by the board and shareholders [20].