Chapter 1 General Principles
Article 1
To clarify the responsibilities and powers of the company's board of directors, standardize the board's meeting procedures and decision-making processes, promote effective performance by directors and the board, and enhance the level of standardized operation and scientific decision-making, these rules 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"), and relevant provisions of the company's articles of association.
Chapter 2 Composition and Powers of the Board of Directors
Article 2
The company shall establish a board of directors in accordance with the law, which is accountable to the shareholders' meeting.
Article 3
The board of directors shall consist of five directors, including two independent directors.
Article 4
The board of directors shall exercise the following powers:
- Responsible for convening the shareholders' meeting and reporting work to the shareholders' meeting;
- Implementing the resolutions of the shareholders' meeting;
- Deciding on the company's operational plans and investment proposals;
- Formulating the company's annual financial budget and final accounts;
- Formulating the company's profit distribution plan and loss compensation plan;
- Formulating plans for increasing or decreasing registered capital, issuing stocks, bonds, or other securities, and listing;
- Drafting plans for repurchasing the company's shares under the circumstances specified in Article 23, Items (1) and (2) of the articles of association;
- Making resolutions for repurchasing the company's shares under the circumstances specified in Article 23, Items (3), (5), and (6) of the articles of association;
- Drafting plans for significant acquisitions, repurchasing the company's stocks, or merging, splitting, dissolving, and changing the company's form;
- Deciding on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, related party transactions, etc., within the scope authorized by the shareholders' meeting;
- Deciding on the establishment of internal management institutions;
- Appointing or dismissing the general manager and board secretary based on the chairman's nomination, and appointing or dismissing vice presidents, financial directors, and other senior management personnel based on the general manager's nomination, and deciding on their remuneration and rewards and punishments; drafting and submitting to the shareholders' meeting proposals regarding the amount and method of director remuneration;
- Formulating the company's basic management system;
- Drafting amendments to the company's articles of association;
- Managing the company's information disclosure matters;
- Proposing the appointment or replacement of the accounting firm for the company's audit to the shareholders' meeting;
- Listening to the general manager's work report and inspecting the general manager's work;
- Other powers granted by laws, administrative regulations, departmental rules, or the company's articles of association.