Article 1 Purpose
To further standardize the meeting methods and decision-making procedures of the board of directors of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Company"), to enable directors and the board to effectively fulfill their responsibilities, and to improve the board's standardized operation and scientific decision-making level, these rules are formulated in accordance with the relevant provisions of 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, the Code of Corporate Governance for Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as "the Stock Listing Rules"), the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and the Articles of Association of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2 Powers and Authority of the Board
The board exercises its powers within the scope defined by the Company Law and the Articles of Association.
Article 3 Securities Affairs Department
The board has a Securities Affairs Department to handle daily affairs. The Company appoints a board secretary, who is the head of the Securities Affairs Department, responsible for the preparation of shareholder meetings and board meetings, document custody, management of shareholder information, and handling information disclosure matters. The Company hires a securities affairs representative to assist the board secretary in performing duties. The board secretary and securities affairs representative must comply with the relevant provisions of laws, administrative regulations, departmental rules, and the Articles of Association.
Article 4 Regular Meetings
Board meetings are divided into regular meetings and temporary meetings. The board shall hold at least two regular meetings each year. The board secretary shall notify all directors (including independent directors) in writing (including written notices, letters, faxes, emails, etc.) of the meeting time, location, and agenda at least 10 days before the regular meeting.
Article 5 Proposals for Regular Meetings
Before issuing the notice for a regular board meeting, the Securities Affairs Department shall fully solicit opinions from all directors and preliminarily form meeting proposals for the chairman to draft. The chairman shall seek the opinions of the general manager and other senior management as necessary before drafting the proposals.
Article 6 Temporary Meetings
The board shall convene a temporary meeting under the following circumstances:
- When proposed by shareholders representing more than 10% of voting rights;
- When proposed by more than one-third of directors;
- When proposed by the board's audit committee;
- When deemed necessary by the chairman;
- When proposed by more than half of all independent directors;
- Other circumstances as stipulated by laws, regulations, normative documents, and the Articles of Association.
Article 7 Proposal Procedures for Temporary Meetings
Proposals for convening a temporary board meeting shall be submitted in writing through the Securities Affairs Department or directly to the chairman, signed (stamped) by the proposer. The written proposal shall include:
- The name or title of the proposer;
- The reasons for the proposal or the objective basis for the proposal;
- The proposed time, location, and method of the meeting;
- Clear and specific proposals;
- Contact information and date of the proposal.
The proposal content must fall within the scope of the board's powers as defined by the Articles of Association, and relevant materials must be submitted together. Upon receiving the written proposal and relevant materials, the Securities Affairs Department shall promptly forward them to the chairman on the same day. If the chairman finds the proposal unclear, non-specific, or the relevant materials insufficient, they may request the proposer to modify or supplement it. The chairman shall convene and preside over the board meeting within ten days of receiving the proposal.