Article 1 Purpose
To standardize the discussion methods and decision-making procedures of the board of directors of Zhejiang Kaint Special Materials Co., Ltd. (hereinafter referred to as "the Company"), ensure the efficiency of board work, improve the scientific and standardized nature of board decisions, and effectively exercise the powers of the board in accordance with the current applicable Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), Guidelines for the Governance of Listed Companies, Shenzhen Stock Exchange Listing Rules, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Zhejiang Kaint Special Materials Co., Ltd. (hereinafter referred to as "Articles of Association"). These rules are formulated based on the actual situation of the Company.
Article 2 Composition and Powers of the Board
The Company establishes a board of directors in accordance with the law, elected by the shareholders' meeting and accountable to the shareholders' meeting. The board consists of 5 to 9 directors, with independent directors accounting for no less than one-third; the board has one chairman, elected by a majority of the directors. The board exercises its powers within the scope specified in the Articles of Association and authorized by the shareholders' meeting.
Article 3 Board Secretary Office
The Company establishes a Board Secretary Office responsible for handling daily affairs of the board, safeguarding the board's seal, and managing matters authorized by the board.
Article 4 Special Committees
To enhance decision-making efficiency and strengthen supervision of daily operations, the board establishes special committees, including the Strategy and Sustainable Development Committee, Compensation and Assessment Committee, Audit Committee, and Nomination Committee. Members of each special committee shall be elected from among the board members, and the board is responsible for formulating corresponding work systems for the special committees.
Article 5 Regular Meetings
The board shall hold at least two meetings each year, convened by the chairman, with written notice provided to all directors at least ten days prior to the meeting.
Article 6 Proposals for Regular Meetings
Before issuing the notice for a regular board meeting, the Board Secretary Office shall fully solicit opinions from all directors, and after forming preliminary proposals, submit them to the chairman for drafting. The chairman may seek opinions from the general manager and other senior management as needed before drafting proposals.
Article 7 Temporary Meetings
A temporary meeting of the board shall be convened under the following circumstances: (1) when proposed by shareholders representing more than 10% of voting rights; (2) when proposed by more than one-third of directors; (3) when proposed by the Audit Committee; (4) when proposed by a majority of independent directors. The chairman shall convene and preside over the board meeting within ten days of receiving the proposal.
Article 8 Proposal Procedures for Temporary Meetings
Proposals for convening a temporary board meeting shall be submitted through the Board Secretary Office or directly to the chairman with a written proposal signed (sealed) by the proposer. The written proposal must include: (1) the name or title of the proposer; (2) reasons for the proposal or objective grounds for the proposal; (3) the time or deadline, location, and method for the meeting; (4) clear and specific proposals; (5) contact information of the proposer and the date of the proposal. The proposal content must fall within the powers of the board as stipulated in the Articles of Association, and relevant materials must be submitted together. The Board Secretary Office shall forward the written proposal and relevant materials to the chairman on the same day of receipt. If the chairman finds the proposal unclear, unspecific, or the relevant materials insufficient, they may request the proposer to amend or supplement. The chairman shall convene and preside over the board meeting within ten days of receiving the proposal or the request from the securities regulatory authority.