Chapter 1 General Principles
Article 1
To deeply implement Xi Jinping's Thought on Socialism with Chinese Characteristics for a New Era, strengthen the leadership of the Party and improve corporate governance, Hainan Haiyao Co., Ltd. (hereinafter referred to as "the Company") formulates these rules in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Shenzhen Stock Exchange Listing Rules, and the Company's Articles of Association.
Article 2
The board of directors is the executive body of the shareholders' meeting and the decision-making body for the Company's management, responsible for strategic planning, decision-making, and risk prevention, safeguarding the interests of the Company and all shareholders within the scope authorized by the Articles of Association and the shareholders' meeting.
Article 3
The board shall adhere to the principles of legal authority, transparency, and unity of rights and responsibilities, faithfully perform its duties, enhance scientific, democratic, and legal decision-making levels, protect the interests of shareholders and employees, and promote high-quality development of the Company.
Article 4
The Party Committee has a legal status in the Company's governance structure, and the board shall maintain the Party Committee's leadership role in guiding direction, managing overall situations, and ensuring implementation.
Chapter 2 Composition and Powers of the Board
Article 5
The board consists of seven directors, including one chairman and optionally one vice-chairman. The proportion of independent directors shall not be less than one-third, including at least one accounting professional.
Article 6
The board shall establish an audit committee, a strategy committee, a nomination committee, and a remuneration and assessment committee. These specialized committees are accountable to the board and shall perform their duties according to the Articles of Association and the board's authorization.
Article 7
The board exercises the following powers:
- Convene the shareholders' meeting and report to it;
- Execute resolutions of the shareholders' meeting;
- Decide on the Company's operational plans and investment proposals;
- Formulate profit distribution and loss compensation plans;
- Develop plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing;
- Propose major acquisitions, stock buybacks, mergers, splits, dissolutions, and changes in company form;
- Decide on external investments, asset acquisitions or sales, asset pledges, external guarantees, entrusted financial management, related transactions, and donations within the scope authorized by the shareholders' meeting;
- Determine the establishment of internal management structures;
- Appoint or dismiss the Company’s manager, board secretary, and other senior management, and decide on their remuneration and rewards or penalties;
- Formulate basic management systems;
- Propose amendments to the Articles of Association;
- Manage information disclosure matters;
- Propose the appointment or replacement of the auditing firm to the shareholders' meeting;
- Hear reports from the Company’s manager and review their work;
- Other powers granted by laws, administrative regulations, departmental rules, the Articles of Association, or the shareholders' meeting.
Article 8
The board shall explain any non-standard audit opinions issued by certified public accountants regarding the Company's financial reports to the shareholders' meeting.
Article 9
The board shall determine the authority for external investments, asset acquisitions or sales, asset pledges, external guarantees, entrusted financial management, and related transactions, establishing strict review and decision-making procedures. Major investment projects shall be reviewed by relevant experts and professionals and submitted for shareholders' approval.