Chapter 1 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 operations, 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 shall convene board meetings as its method of deliberation.
Article 3
Directors participating in board meetings as prescribed is the basic way to fulfill their duties.
Article 4
The board of directors shall establish a securities department as its daily operational body. The securities department is responsible for the preparation of the shareholders' meeting 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 according to the resolutions of the shareholders' meeting.
Chapter 2 Composition and Powers of the Board
Article 6
The board of directors 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 procedures of specialized committees to regulate their operations.
Article 7
The board exercises the following powers:
- Responsible for convening the shareholders' meeting and reporting to it;
- Executing resolutions of the shareholders' meeting;
- Deciding on the company's operational 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 company 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 nomination, and deciding on their remuneration and disciplinary matters;
- Formulating the company's basic management systems;
- Formulating proposals for 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.