Chapter 1 General Principles
Article 1
To standardize the decision-making methods and procedures of the board of directors, facilitate the effective performance of duties by directors and the board, and improve the scientific decision-making level of the board, these rules are formulated in accordance with the Company Law, Securities Law, and the Articles of Association of Guangdong Cultural Great Wall Group Co., Ltd. (hereinafter referred to as "the Articles of Association") as well as other relevant laws, administrative regulations, and normative documents.
Article 2
The board of directors shall convene board meetings as the method of discussion.
Article 3
Directors shall participate in board meetings as a basic way to fulfill their duties.
Article 4
The board may establish specialized committees in accordance with the resolutions of the shareholders' meeting.
Article 5
The board has a secretary's office as its daily operational body. The office is responsible for the preparation of shareholders' meetings and board meetings, document custody, management of shareholder information, handling information disclosure matters, and managing daily affairs of the board.
Chapter 2 Powers of the Board of Directors
Article 6
The board of directors is accountable to the shareholders' meeting and exercises the following powers:
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Responsible for convening the shareholders' meeting and reporting work to the shareholders' meeting;
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Implementing the resolutions of the shareholders' meeting;
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Deciding on the company's operational plans and investment proposals;
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Formulating the company's annual financial budget and final accounts;
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Formulating the company's profit distribution and loss compensation plans;
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Formulating plans for increasing or decreasing registered capital and issuing corporate bonds;
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Drafting plans for significant acquisitions, repurchases of company stock, mergers, divisions, dissolutions, and changes in company form;
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Deciding on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, and related party transactions within the scope authorized by the shareholders' meeting;
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Deciding on the establishment of internal management institutions;
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Deciding on the appointment or dismissal of the general manager, board secretary, and their remuneration matters; appointing or dismissing senior management personnel such as vice general managers and financial officers based on the general manager's nomination, and deciding on their remuneration and reward and punishment matters;
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Reviewing and approving the company's internal audit system and the responsibilities of auditors;
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Formulating the company's basic management system;
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Drafting amendments to the Articles of Association;
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Managing the company's information disclosure matters;
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Proposing the appointment or replacement of accounting firms and lead underwriters to the shareholders' meeting;
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Listening to the general manager's work report and inspecting the general manager's work;
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Other powers granted by laws, administrative regulations, departmental rules, or the Articles of Association.
Article 7
For matters that the Articles of Association stipulate must be submitted to the shareholders' meeting for resolution by the board, the board shall review and make resolutions on such matters before submitting them to the shareholders' meeting for consideration.
Chapter 3 Composition of the Board of Directors and Appointment of Directors
Article 8
The board of directors consists of 9 directors, including one chairman and one vice chairman. There shall be no employee representative directors. More than one-third of the board members must be independent directors.
Article 9
The chairman exercises the following powers:
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Presiding over the shareholders' meeting and convening and presiding over board meetings;
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Supervising and inspecting the implementation of board resolutions;
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Other powers granted by the board.
Article 10
The nomination of director candidates shall be made by entities that meet legal requirements, and the board shall submit the nominations and qualifications of director candidates to the shareholders' meeting for election after review.