Chapter 1 General Provisions
Article 1 To ensure that the Board of Directors of Jintongling Technology Group Co., Ltd. (hereinafter referred to as the "Company") implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures 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 other laws, administrative regulations, normative documents, and the "Articles of Association of Jintongling Technology Group Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This rule applies to the convocation, proposals, notifications, and meetings of the Company's Board of Directors.
Article 3 The Company shall convene board meetings strictly in accordance with the provisions of laws, administrative regulations, normative documents, the Articles of Association, and these rules, ensuring that directors can exercise their rights according to law.
Article 4 The Board of Directors shall exercise its powers within the scope stipulated by laws, administrative regulations, normative documents, the Articles of Association, and these rules.
Article 5 The Board of Directors shall establish a Board Office, which shall serve as the operational body of the Board of Directors, handling the preparation of board meetings, drafting of documents, information transmission, disclosure, and other daily affairs. The Secretary of the Board shall concurrently serve as the head of the Board Office and shall be responsible for the custody of the Company's seal. The Secretary of the Board may designate securities affairs representatives and other relevant personnel to assist in handling daily affairs.
Article 6 Board meetings shall be divided into regular meetings and interim meetings. The Board of Directors shall hold at least one regular meeting in each of the first and second halves of the year.
Article 7 The Board of Directors shall convene an interim meeting under any of the following circumstances: (1) Upon the proposal of shareholders holding more than 1/10 of the voting rights; (2) Upon the joint proposal of more than 1/3 of the directors; (3) Upon the joint proposal of a majority of independent directors; (4) Upon the proposal of the Audit Committee; (5) When the Chairman deems it necessary; (6) Other circumstances stipulated in the "Articles of Association".
Article 8 The Company shall take effective measures to protect the directors' right to information and provide necessary assistance for directors to perform their duties normally. No one shall interfere or obstruct.
Chapter 2 Board Proposals and Convocation
Article 9 Proposals to convene an interim board meeting in accordance with Article 7 of these rules shall be submitted to the Board Office or directly to the Chairman in the form of a written proposal signed (sealed) by the proposer. The written proposal shall include the following information: (1) The name or title of the proposer; (2) The reasons for the proposal or the factual basis for the proposal; (3) The time or duration, location, and method of the proposed meeting; (4) Clear and specific proposals; (5) The proposer's contact information and the date of the proposal. The content of the proposal shall fall within the scope of the Board of Directors' powers as stipulated in the "Articles of Association", and relevant materials shall be submitted together with the proposal. Upon receipt of the written proposal and relevant materials, the Board Office shall promptly submit them to the Chairman. If the Chairman deems the proposal unclear, not specific, or the relevant materials insufficient, the proposer may be required to revise or supplement them. The Chairman shall convene and preside over the board meeting within 10 days of receiving the proposal.