Article 1 Purpose
To protect the rights and interests of Tianqi Lithium Corporation (hereinafter referred to as "the Company") and its shareholders, to regulate the conduct of board meetings, clarify the management system, and establish the rules for board meetings.
Article 2 Effectiveness
These rules shall take effect from the date of their approval by the board of directors.
Article 3 Qualifications
Directors must naturally hold shares in the Company. However, the following individuals are not eligible to serve as directors:
- Those who have limited capacity for civil conduct or are under guardianship;
- Those who have been convicted of corruption, bribery, fraud, or other crimes that disrupt the economic and social order, and have been sentenced to criminal punishment, or whose political rights have been deprived for a period of five years or more;
- Those who have been declared bankrupt and have not been discharged for three years;
- Those who are under investigation for suspected criminal activity;
- Those who are deemed unsuitable to serve as directors by the Company or the stock exchange;
- Those who violate laws, regulations, or the Company's articles of association;
- Other circumstances as stipulated by laws and regulations.
Article 4 Nomination
When a director's term is about to expire, candidates for the new director position may be proposed by shareholders holding more than 1% of the Company's shares, or by the board of directors.
Article 5 Voting
The board of directors shall vote on the proposed candidates, and the election shall be conducted in accordance with the Company's articles of association.
Article 6 Term
The term of office for directors shall be three years, starting from the date of approval by the board of directors. Directors may be re-elected, but the term shall not exceed six years.
Article 7 Rights of Directors
Directors have the following rights:
- To attend board meetings;
- To receive notifications of board meetings and related documents;
- To request the Company to issue shares;
- To propose or recommend matters to be discussed at board meetings;
- To exercise other rights as stipulated in the Company's articles of association.
Article 8 Duties
Directors shall abide by laws, regulations, and the Company's articles of association, and shall perform their duties faithfully. They shall avoid conflicts of interest and not use their positions for personal gain.
Article 9 Confidentiality
Directors shall keep confidential any trade secrets of the Company, including but not limited to technical, design, and operational information.
Article 10 Liability
Directors shall be liable for any breach of duty or negligence in the performance of their duties.
Article 11 Amendments
These rules may be amended as necessary, subject to approval by the board of directors.