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To further standardize the meeting procedures and decision-making processes of the Board of Directors of Jiuyang Co., Ltd. (hereinafter referred to as "the Company"), and to enable the directors and the board to effectively fulfill their responsibilities, thereby improving the board's operational norms 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, the Securities Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, and the Articles of Association of Jiuyang Co., Ltd. (hereinafter referred to as "the Articles of Association"). The Board of Directors is the decision-making body for the Company's operations, accountable to the shareholders' meeting, and exercises the powers granted by laws, regulations, rules, the Articles of Association, and the shareholders' meeting. The board secretary assists the chairman in handling daily work of the board, keeps the board seal, and performs duties as stipulated by the Articles of Association and the listing rules of the stock exchange. The board has a Securities Department to assist the board secretary in handling daily affairs. The board consists of 7 directors, including 1 chairman, 1 vice chairman, 1 employee director, and 3 independent directors. The board members jointly exercise the powers of the board. The board enjoys and undertakes the rights and obligations stipulated by laws, regulations, rules, and the Articles of Association, and independently fulfills commitments to the Company, shareholders, the public, and regulatory authorities.
According to the Code of Corporate Governance for Listed Companies, the board establishes an Audit Committee, a Remuneration and Assessment Committee, a Nomination Committee, and a Strategy Committee. Among them, the Audit Committee, Remuneration and Assessment Committee, and Nomination Committee shall consist of no less than 3 directors, with independent directors constituting a majority and serving as conveners, while the convener of the Audit Committee must be a professional accountant. The Board of Directors exercises the following powers: (1) Responsible for convening the shareholders' meeting and reporting work to the shareholders' meeting; (2) Implementing the resolutions of the shareholders' meeting; (3) Deciding on the Company's operational plans and investment proposals; (4) Formulating the Company's profit distribution plan and loss compensation plan; (5) Formulating plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing; (6) Drafting plans for significant acquisitions, repurchasing the Company's stock, or merging, splitting, dissolving, and changing the form of the Company; (7) Deciding on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, related party transactions, and donations within the scope authorized by the shareholders' meeting; (8) Deciding on the establishment of internal management institutions; (9) Deciding on the appointment or dismissal of the general manager, board secretary, and other senior management personnel, as well as their remuneration and disciplinary matters; based on the nomination of the general manager, deciding on the appointment or dismissal of the deputy general manager, financial officer, and other senior management personnel, and determining their remuneration and disciplinary matters; (10) Formulating the Company's basic management systems; (11) Drafting amendments to the Articles of Association; (12) Managing the Company's information disclosure matters; (13) Proposing the appointment or replacement of the accounting firm auditing the Company to the shareholders' meeting; (14) Listening to the work report of the general manager and inspecting the general manager's work; (15) Other powers granted by laws, administrative regulations, departmental rules, the Articles of Association, or the shareholders' meeting. Matters exceeding the scope authorized by the shareholders' meeting shall be submitted to the shareholders' meeting for deliberation.