Article 1 Purpose
To further standardize the procedures and decision-making processes of the Board of Directors of Shenzhen Guangyunda Optoelectronics Co., Ltd. (hereinafter referred to as "the Company"), to promote the effective performance of duties by directors and the Board of Directors, and to improve the standardized operation and scientific decision-making level of the Board of Directors, these Rules are formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Management Guide No. 2 - Standardized Operation of GEM Listed Companies," and the "Articles of Association of Shenzhen Guangyunda Optoelectronics Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations.
Article 2 Board Office
The Board of Directors shall establish a Board Office to handle the daily affairs of the Board of Directors.
The Secretary of the Board shall concurrently serve as the head of the Board Office. The Secretary of the Board shall designate securities affairs representatives and other relevant personnel to assist in handling daily affairs.
As a senior management member of the Company, the Secretary of the Board is entitled to attend relevant meetings, review relevant documents, and understand the Company's financial and operational situation in order to perform their duties. The Board of Directors and other senior management personnel shall support the work of the Secretary of the Board, respond to inquiries from the Secretary of the Board in a timely and truthful manner, and provide relevant materials. No organization or individual shall interfere with the normal performance of duties by the Secretary of the Board.
Article 3 Types of Board Meetings
Board meetings shall be divided into regular meetings and interim meetings.
The Board of Directors shall hold at least two meetings annually, convened by the Chairman, with written notice sent to all directors ten days prior to the meeting.
Article 4 Proposals for Regular Meetings
Before issuing the notice of a regular Board meeting, the Board Office shall solicit opinions from all directors. After initially forming the meeting proposals, they shall be submitted to the Chairman for formulation. Before formulating the proposals, the Chairman may, as needed, solicit opinions from the Co-Chairmen, the President, and other senior management personnel.
Article 5 Interim Meetings
An interim Board meeting shall be convened under any of the following circumstances: shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, or a majority of independent directors, or the Audit Committee may propose to convene an interim Board meeting.
Article 6 Procedure for Proposing Interim Meetings
For proposals to convene an interim Board meeting as stipulated in the preceding article, the written proposal signed (stamped) by the proposer shall be submitted to the Board Office or directly to the Chairman. The written proposal shall specify the following matters:
(1) The name or title of the proposer;
(2) The reasons for the proposal or the factual basis for the proposal;
(3) The time, 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 proposals shall fall within the scope of the Board of Directors' powers as stipulated in the "Articles of Association," and materials related to the proposals shall be submitted together.
Upon receipt of the written proposal and relevant materials, the Board Office shall forward them to the Chairman within two days. If the Chairman believes that the content of the proposals is unclear, not specific, or that the relevant materials are insufficient, they may request the proposer to make modifications or supplements.
The Chairman shall convene and preside over the Board meeting within ten days of receiving the proposal or the request from the securities regulatory department.