Guangdong Galore Group Co., Ltd.
Rules of Procedure for Board of Directors Meetings
Chapter 1 General Provisions
Article 1 To standardize the议事方法 (meeting procedures) and processes of the Board of Directors of Guangdong Galore Group Co., Ltd. (hereinafter referred to as the "Company"), ensure the efficiency of the Board of Directors' work, enhance the scientific and correct nature of the Board of Directors' work, and earnestly exercise the powers of the Board of Directors, these Rules of Procedure are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Corporate Governance Guidelines for Listed Companies," the "Stock Listing Rules of the Shenzhen Stock Exchange," the "Administrative Measures for Independent Directors of Listed Companies," the "Shenzhen Stock Exchange Main Board Listed Company Normative Operation Guide No. 1," and the "Articles of Association of Guangdong Galore Group Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 The Company's Board of Directors is responsible to the Shareholders' Meeting and exercises its powers in accordance with national laws, regulations, and the Articles of Association. The Company's Board of Directors is the standing power and executive body of the Company, responsible to the Shareholders' Meeting. The Board of Directors manages the Company's affairs internally and represents the Company externally when the Shareholders' Meeting is not in session. The Board of Directors exercises its powers within the scope of authority granted by the Company Law, the Articles of Association, and the Shareholders' Meeting. The Board of Directors implements democratic and scientific decision-making, safeguards the interests of the Company and all shareholders, and is responsible for making decisions on the Company's development goals and major operating activities.