Chapter 1 General Principles
Article 1
To clarify the responsibilities and authority of the Board of Directors of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Company"), standardize the organization and behavior of the Board, and ensure the efficiency of the Board's work and scientific decision-making, 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 Guidelines for the Governance of Listed Companies, the Guidelines for the Articles of Association of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange, and the Articles of Association of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Articles of Association"), as well as relevant national laws, regulations, and normative documents.
Article 2
The Board of Directors is a permanent institution of the Company, accountable to the shareholders' meeting, executing resolutions of the shareholders' meeting, safeguarding the interests of the Company and all shareholders, and responsible for decision-making regarding the Company's development goals and major operational activities.
Chapter 2 Composition of the Board of Directors
Article 3
The Company shall establish a Board of Directors accountable to the shareholders' meeting. The Board shall consist of 9 directors, including 1 chairman and 1 vice-chairman, among whom there shall be 3 independent directors. The chairman and vice-chairman shall be elected by a majority of the directors.
Article 4
Special committees are accountable to the Board and shall perform their duties in accordance with these rules and the authorization of the Board. Proposals must be submitted to the Board for review and decision. All members of the special committees shall be directors, with independent directors constituting a majority and serving as conveners in the audit committee, nomination committee, and remuneration and assessment committee. The convener of the audit committee shall be a professional accountant and not a senior management director of the Company. The Board is responsible for formulating the working procedures of the special committees to regulate their operations. Employee representatives among the Board members may serve as members of the audit committee.
Article 5
The Company’s Board of Directors shall set up an audit committee to exercise the powers of the supervisory board as stipulated in the Company Law.
Article 6
The Board shall appoint a secretary to the Board. The secretary to the Board is a senior management personnel and is accountable to the Board.
Chapter 3 Powers of the Board of Directors
Article 7
The Board shall diligently perform the duties prescribed by relevant laws, regulations, and the Articles of Association, ensuring the Company complies with laws, regulations, and the Articles of Association, treats all shareholders fairly, and considers the interests of other stakeholders.