Article 1 Purpose
To further standardize the meeting procedures and decision-making processes of the board of directors of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company"), to enable directors and the board to perform their duties more effectively, and to improve the level of standardized operations 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 Duties of Directors
The board of directors is accountable to the shareholders' meeting. The board consists of 7 directors, including 1 chairman. The chairman 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 profit distribution and loss compensation plans;
- Formulate plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing;
- Draft plans for major acquisitions, repurchases of the Company's stock, mergers, divisions, dissolutions, and changes in company form;
- Decide on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, related party transactions, non-price transactions, and donations 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; based on the general manager's nomination, appoint or dismiss deputy general managers, financial officers, and other senior management personnel, and decide on their remuneration and rewards or penalties;
- Formulate the Company's basic management systems;
- Draft 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's audit to the shareholders' meeting;
- Hear the general manager's work report and inspect the general manager's work;
- Other powers granted by laws, administrative regulations, departmental rules, the Articles of Association, or the shareholders' meeting.
Article 4 Independent Director System
The Company appoints 3 independent directors, at least one of whom must be a professional accountant. The basic qualifications for independent directors include:
- Qualifications to serve as directors of listed companies according to laws, administrative regulations, and other relevant provisions;
- Independence as required by the China Securities Regulatory Commission;
- Basic knowledge of listed company operations and familiarity with relevant laws, administrative regulations, rules, and regulations;
- More than five years of work experience necessary for fulfilling the duties of an independent director in law, economics, or other fields;
- Good personal character without significant dishonesty or other adverse records;
- Other conditions stipulated by laws, administrative regulations, the China Securities Regulatory Commission, stock exchange business rules, and the Articles of Association.
Independent directors, in addition to enjoying general powers of directors, also have the following special powers:
- Independently hire intermediary institutions to audit, consult, or verify specific matters of the listed company;
- Propose the convening of an extraordinary shareholders' meeting to the board;
- Propose the convening of a board meeting;
- Publicly solicit shareholder rights from shareholders in accordance with the law;
- Other powers stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and the Articles of Association.