中岩大地: 董事会议事规则（2025年8月修订）

Core Points - The document outlines the rules for the board of directors of Beijing Zhongyan Dadi Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2] Group 1: General Principles - The rules are established to ensure the board of directors operates effectively and in compliance with relevant laws and regulations, including the Company Law and Securities Law [1] - The board consists of 7 directors, including one employee representative and at least one independent director with accounting expertise [2] Group 2: Board Composition and Authority - The board has the authority to make decisions on various matters, including investments, asset sales, and guarantees, subject to shareholder approval for significant transactions [2][3] - The chairman and vice-chairman of the board are elected by a majority of the directors and are responsible for convening and presiding over meetings [2][5] Group 3: Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [8][21] - Meeting notifications must be sent out in advance, with specific timeframes for regular and temporary meetings [24][10] Group 4: Voting and Resolutions - Decisions require a majority vote from attending directors, and specific procedures are in place for handling conflicts of interest during voting [35][38] - The board must document meeting minutes accurately, including attendance, proposals discussed, and voting results [46][47] Group 5: Implementation and Record Keeping - The chairman is responsible for ensuring the implementation of board resolutions and monitoring their execution [51] - Meeting records and related documents must be preserved for ten years, ensuring transparency and accountability [52]