Chapter 1 General Principles
Article 1
To improve and standardize the decision-making procedures of the board of directors of Huayou Huibopu Technology Co., Ltd. (hereinafter referred to as "the Company"), and to ensure the smooth operation and management of the Company, these rules are formulated in accordance with the Company Law of the People's Republic of China, relevant laws and regulations, the rules of the China Securities Regulatory Commission, and the Articles of Association of Huayou Huibopu Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The board of directors is the decision-making body for the Company's management, safeguarding the interests of the Company and all shareholders, and is responsible for decisions regarding the Company's development goals and major operational activities.
Article 3
The purpose of these rules is to standardize the procedures for board meetings and improve the efficiency and scientific level of decision-making by the board.
Chapter 2 Powers of the Board of Directors
Article 4
According to the relevant provisions of the Articles of Association, the board of directors mainly exercises the following powers:
- Convene shareholder meetings and report to the shareholders.
- Execute resolutions of the shareholder meetings.
- Decide on the Company's operational plans, annual financing plans, asset write-off plans, and investment plans.
- Formulate and adjust annual investment plans.
- Formulate the Company's profit distribution plan and loss compensation plan.
- Formulate plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing.
- Draft plans for external donations, major acquisitions, repurchase of Company shares, mergers, divisions, dissolutions, and changes in company form.
- Decide on the acquisition of Company shares and the reduction of capital, transfer of property, and cancellation matters of subsidiaries and affiliated companies as stipulated in Article 24, items (3), (5), and (6) of the Articles of Association.
- Within the scope authorized by the shareholders, decide on external investments, asset acquisitions and sales, asset pledges, guarantees for wholly-owned or controlling subsidiaries, entrusted financial management, related party transactions, etc.
- Decide on the establishment of internal management institutions.
- Appoint or dismiss the general manager and board secretary, and decide on their remuneration and rewards and punishments; appoint or dismiss senior management personnel such as vice general managers and financial officers based on nominations from the general manager or nomination committee, and decide on their remuneration and rewards and punishments.
- Formulate the Company's basic management systems.
- Draft amendments to the Articles of Association.
- Manage the Company's information disclosure matters.
- Propose to the shareholders to appoint or replace the accounting firm for the Company's audit.
- Listen to the work report of the general manager and inspect the general manager's work.
- Other powers granted by laws, administrative regulations, departmental rules, or the Articles of Association.
Chapter 3 Powers of the Chairman
Article 5
According to the relevant provisions of the Articles of Association, the chairman mainly exercises the following powers:
- Preside over shareholder meetings and convene and preside over board meetings.
- Supervise and inspect the execution of board resolutions.
- Other powers granted by the board.
The board's authorization to the chairman must be made by board resolution, with clear and specific authorized matters, content, and authority. Matters involving significant interests of the Company must be collectively decided by the board and cannot be authorized to the chairman or individual directors for independent decision-making.
Article 6
The vice chairman assists the chairman in their work. If the chairman is unable to perform their duties, the vice chairman shall perform the duties (if there are two or more vice chairmen, the vice chairman elected by a majority of directors shall perform the duties); if the vice chairman is unable to perform their duties or there is no vice chairman, a director elected by a majority of directors shall perform the duties.