Chapter One General Principles
Article 1
To standardize the behavior of the board of directors and its members of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Company"), ensure the efficiency of board work, and improve the scientific and correct nature of board decisions, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Articles of Association of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant laws, regulations, and normative documents.
Article 2
The board of directors conducts its meetings by convening board meetings.
Article 3
Directors participating in board meetings as stipulated is the basic way to fulfill their duties.
Article 4
The board of directors has an office, which serves as the daily administrative body for the board. The office is responsible for the preparation of shareholders' meetings and board meetings, document custody, management of shareholder information, handling information disclosure matters, and managing daily affairs of the board.
Article 5
The board may establish specialized committees in accordance with the resolutions of the shareholders' meeting.
Chapter Two Composition and Powers of the Board
Article 6
The board consists of 7 directors, including 1 chairman. More than one-third of the board members must be independent directors, with at least one being a professional accountant. The board establishes specialized committees such as the Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee. These committees are accountable to the board and perform their duties according to the Articles of Association and the authorization of the board. Proposals from specialized committees must be submitted to the board for review and decision. All members of the specialized committees are directors, with independent directors in the majority and serving as conveners in the Audit Committee, Nomination Committee, and Compensation and Assessment Committee, with the convener of the Audit Committee being a professional accountant. The board is responsible for formulating the working regulations of specialized committees to standardize their operations.
Article 7
The board exercises the following powers:
- Responsible for convening shareholders' meetings and reporting to the shareholders' meeting;
- Executing resolutions of the shareholders' meeting;
- Deciding on the company's business plans and investment proposals;
- Formulating the company's annual financial budget and final accounts;
- Formulating the company's profit distribution and loss compensation plans;
- Formulating plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing;
- Drafting plans for major acquisitions, repurchasing the company's stock, mergers, divisions, dissolutions, and changes in company form;
- Deciding on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, and related party transactions within the scope authorized by the shareholders' meeting;
- Deciding on the establishment of internal management institutions;
- Appointing or dismissing the general manager and board secretary; appointing or dismissing senior management personnel such as vice general managers and financial officers based on the general manager's nominations, and deciding on their remuneration and disciplinary matters;
- Formulating the company's basic management systems;
- Drafting amendments to the Articles of Association;
- Managing the company's information disclosure matters;
- Proposing the appointment or replacement of the accounting firm for the company's audit to the shareholders' meeting;
- Listening to the general manager's work report and inspecting the general manager's work;
- Other powers granted by laws, administrative regulations, departmental rules, or the Articles of Association.