Chapter 1 General Principles
Article 1
To further clarify the scope of the board's authority, standardize the internal structure and operational procedures of the board, ensure work efficiency and scientific decision-making, and fully leverage the board's role as the center of operational decision-making, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Articles of Association of Shandong Xintong Electronics Co., Ltd. (hereinafter referred to as "Articles of Association"), and other relevant laws and regulations.
Chapter 2 Composition and Responsibilities of the Board
Section 1 Composition of the Board
Article 2
The company shall establish a board of directors, which is accountable to the shareholders' meeting.
Article 3
The board consists of nine directors, including three independent directors, one employee representative director, one chairman, and one vice chairman. The chairman and vice chairman are elected by a majority of the board members.
Article 4
Qualifications for directors:
- Directors must be natural persons.
- Directors must comply with relevant national laws and regulations.
Article 5
The following individuals shall not serve as directors of the company:
- Those without civil capacity or with limited civil capacity;
- Those convicted of corruption, bribery, embezzlement, misappropriation of property, or disrupting the socialist market economy, whose sentence has not expired for five years, or those deprived of political rights due to crime, whose deprivation has not expired for five years, or those on probation whose probation period has not expired for two years;
- Those who have served as directors or managers of a company undergoing bankruptcy liquidation and are personally liable for the bankruptcy, within three years from the completion of the bankruptcy liquidation;
- Those who have served as legal representatives of a company whose business license has been revoked due to illegal activities and are personally liable, within three years from the revocation;
- Those whose significant debts are overdue and listed as untrustworthy by the people's court;
- Those penalized by the China Securities Regulatory Commission with a market entry ban, within the unexpired period;
- Those publicly deemed unsuitable to serve as directors or senior management by the stock exchange, within the unexpired period;
- Other circumstances as stipulated by laws, administrative regulations, or departmental rules. Elections or appointments of directors in violation of this article shall be invalid. If a director encounters any of the above circumstances during their term, the company shall terminate their position and cease their duties.
Article 6
Non-employee representative directors are elected or replaced by the shareholders' meeting and may be dismissed by the shareholders' meeting before the end of their term. Employee representative directors are elected by the company's employees through a democratic election at the employee representative assembly and do not require submission to the shareholders' meeting for review. Directors may concurrently serve as senior management, but the total number of directors who are also senior management and those who are employee representatives shall not exceed half of the total number of directors. Directors serve a term of three years and may be re-elected upon term expiration, but independent directors may not serve for more than six consecutive years. The term of a director is calculated from the date of appointment determined by the shareholders' meeting until the expiration of the current board's term. If the term expires without timely re-election, the original directors shall continue to perform their duties in accordance with laws, administrative regulations, departmental rules, and the Articles of Association until the newly elected directors assume office. Directors elected or supplemented during the term shall serve for the remaining term of the current board.