Board of Directors' Meeting Procedures
Article 1 Purpose
To further standardize the meeting and decision-making procedures of the Board of Directors of Shenzhen Yinzhijie Technology Co., Ltd. (hereinafter referred to as the "Company"), to promote the effective performance of duties by directors and the board, and to improve the board's standardized operation and scientific decision-making level, these Procedures are formulated in accordance with the "Company Law," "Securities Law," "Guidelines for Corporate Governance of Listed Companies," "Listing Rules of the Shenzhen Stock Exchange ChiNext Market," and the "Articles of Association," among other relevant regulations.
Article 2 Composition of the Board of Directors
The Company's Board of Directors is accountable to the Shareholders' Meeting. The Board of Directors comprises 9 directors, including 3 independent directors. There are no employee representative directors. The Board of Directors has 1 Chairman, who is elected by the Board of Directors by a majority of more than half of all directors.
Article 3 Powers of the Board of Directors
The Board of Directors exercises the following powers: (1) 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 operating plan and investment proposals; (4) Formulating the Company's profit distribution plan and plan for making up losses; (5) Formulating the Company's plan for increasing or decreasing registered capital, issuing bonds or other securities, and listing; (6) Drafting the Company's plan for major acquisitions, repurchasing the Company's shares, mergers, divisions, dissolutions, and changes in company form; (7) Within the scope authorized by the Shareholders' Meeting, deciding on the Company's external investments, asset acquisitions and disposals, asset mortgages, external guarantees, entrusted wealth management, related-party transactions, and external donations; (8) Deciding on the establishment of the Company's internal management structure; (9) Deciding on the appointment or dismissal of the Company's General Manager, Board Secretary, and other senior management personnel, and deciding on their remuneration and rewards and punishments; based on the nomination of the General Manager, deciding on the appointment or dismissal of the Company's Deputy General Manager, Financial Controller, and other senior management personnel, and deciding on their remuneration and rewards and punishments; (10) Formulating the Company's basic management system; (11) Formulating the amendment plan for the "Articles of Association"; (12) Managing the Company's information disclosure matters; (13) Proposing to the Shareholders' Meeting the appointment or replacement of the accounting firm for the Company's audit; (14) Listening to the work report of the Company's General Manager and inspecting the work of the manager; (15) Other powers granted by laws, administrative regulations, departmental rules, the "Articles of Association," or the Shareholders' Meeting.