Article 1 Purpose
To further standardize the meeting methods and decision-making procedures of the board of directors of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company"), to enable directors and the board to more effectively fulfill their responsibilities, and to enhance the level of standardized operation and scientific decision-making of the board, these rules are formulated in accordance with the Company Law, Securities Law, and other relevant regulations, as well as the Articles of Association of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2 Composition of the Board and Basic Obligations of Directors
The board of directors is accountable to the shareholders' meeting. The board consists of seven directors, including one chairman, who is elected by a majority of the directors. All directors have a duty of loyalty and diligence to the Company in accordance with laws, administrative regulations, and the provisions of the Articles of Association.
Article 3 Powers of the Board
The board is responsible to the shareholders' meeting and exercises the following powers:
- Convene the shareholders' meeting and report work to the shareholders' meeting;
- Execute resolutions of the shareholders' meeting;
- Decide on the Company's business plans and investment proposals;
- Formulate the Company's annual financial budget and final accounts;
- Formulate the Company's profit distribution plan, profit distribution policy adjustment plan, and loss compensation plan;
- Formulate plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing;
- Draft plans for major acquisitions, repurchase of the Company's shares, mergers, divisions, dissolution, and changes in company form;
- Decide on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, related party transactions, and non-price transactions within the scope authorized by the Articles of Association or the shareholders' meeting;
- Decide on the internal management structure and the establishment of specialized committees under the board;
- Appoint or dismiss the general manager and board secretary of the Company; appoint or dismiss senior management personnel such as vice general managers and financial officers based on the general manager's nomination, and decide on their remuneration and disciplinary matters;
- Formulate the Company's basic management systems;
- Formulate amendments to the Articles of Association;
- Manage the Company's information disclosure matters;
- Propose the appointment or replacement of the accounting firm for the Company to the shareholders' meeting;
- Hear the work report of the general manager and inspect the general manager's work;
- Other powers granted by laws, administrative regulations, departmental rules, or the Articles of Association.
Article 4 Independent Director System
The Company appoints three independent directors, at least one of whom must be a professional accountant. Independent directors must meet the following basic conditions:
- Qualify to serve as directors of listed companies according to laws, administrative regulations, and other relevant provisions;
- Possess the independence required by the China Securities Regulatory Commission;
- Have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules, and regulations;
- Have more than five years of work experience in law, economics, or other fields necessary for performing independent director duties;
- Diligently perform their duties and safeguard the interests of the Company, particularly the legitimate rights and interests of public shareholders;
- Independently perform their duties without being influenced by major shareholders, actual controllers, or entities or individuals with interests related to the Company and its major shareholders or actual controllers.