Chapter 1 General Principles
Article 1
To facilitate the board of directors of Tianmao Industrial Group Co., Ltd. (hereinafter referred to as the "Company") in exercising its powers lawfully, standardize the deliberative behavior of board members, improve deliberation efficiency, and ensure effective and scientific decision-making, these rules are formulated in accordance with the Company Law and relevant provisions of the Articles of Association, combined with the actual work of the board.
Article 2
The board of directors is the Company's permanent deliberative body, responsible for reviewing all significant matters of the Company, executing resolutions of the shareholders' meeting, and being accountable to the shareholders' meeting.
Article 3
When reviewing proposals and making decisions, the board must comply with relevant national laws, regulations, and the Articles of Association. The specific procedures for board deliberation include: meeting notification, convening meetings, proposing motions, reviewing motions, voting on motions, forming resolutions, and recording meeting minutes.
Article 4
Board members must exercise the rights granted by the Company prudently, seriously, and diligently within their scope of responsibilities, faithfully fulfilling their duties. This ensures that the Company's business activities comply with national laws, administrative regulations, and economic policies, do not exceed the scope of the business license, treat all shareholders fairly, read the Company's business and financial reports carefully, stay informed about the Company's operational management status, exercise their legally granted management rights without manipulation, and accept legal supervision and reasonable suggestions from the Audit Committee regarding their performance.
Article 5
The board of directors establishes specialized committees, including the Audit Committee, Decision and Consultation Committee, Compensation and Assessment Committee, and Nomination Committee. These committees perform their duties according to the Articles of Association and the authorization of the board, and proposals must be submitted to the board for review and decision. All members of the specialized committees are composed of directors, with independent directors holding a majority and serving as conveners in the Audit Committee, Nomination Committee, and Compensation and Assessment Committee. Members of the Audit Committee must be directors who do not hold senior management positions in the Company, with independent directors constituting more than half and an accounting professional serving as the convener. The board is responsible for formulating work regulations for specialized committees to standardize their operations.
(1) Audit Committee
The Audit Committee is responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal controls. The following matters must be approved by a majority of all members of the Audit Committee before being submitted to the board for review:
- Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports;
- Hiring or dismissing the accounting firm responsible for auditing the Company;
- Appointing or dismissing the financial officer of the Company;
- Making changes to accounting policies, accounting estimates, or correcting significant accounting errors for reasons other than changes in accounting standards;
- Other matters as stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and the Articles of Association.
The Audit Committee must hold at least one meeting each quarter, and temporary meetings can be convened upon the proposal of two or more members or when deemed necessary by the convener. A meeting of the Audit Committee requires the presence of more than two-thirds of its members to be valid. Resolutions of the Audit Committee must be approved by a majority of its members. Voting on resolutions must be conducted on a one-person, one-vote basis. Meeting minutes must be prepared according to regulations, and attending members must sign the minutes.