Chapter 1 General Provisions
Article 1 To improve the corporate governance structure of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), ensure that the Board of Directors legally, scientifically, standardly, and efficiently exercises its decision-making power, 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," the "Administrative Measures for Independent Directors of Listed Companies," the "Corporate Governance Guidelines for Listed Companies," the "Shenzhen Stock Exchange GEM Stock Listing Rules," the "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies," and other relevant laws, regulations, and normative documents, the "Hong Kong Stock Exchange Limited Securities Listing Rules," and the "Articles of Association of Kunlun Tech Co., Ltd." (hereinafter referred to as the "Articles of Association"), these Meeting Rules are hereby formulated.
Article 2 The Company's Board of Directors is the company's operational decision-making body, exercising the powers granted by laws, regulations, rules, securities regulatory rules of the company's stock listing place, the Articles of Association, and the shareholders' meeting.
Article 3 The members of the Board of Directors shall jointly exercise the powers of the Board of Directors and shall not be altered or deprived by the Articles of Association, resolutions of the shareholders' meeting, or other means.
Other powers of the Board of Directors stipulated in the Articles of Association, for matters involving significant business and issues, shall be subject to collective decision-making and approval, and shall not be delegated to individual directors or a few directors for separate decision-making. The Board of Directors shall enjoy and bear the rights and obligations stipulated by laws, regulations, rules, and the Articles of Association, and shall independently fulfill its commitments to the company, shareholders, the public, and regulatory authorities.
Article 4 The Board of Directors shall consist of 8 directors, including 4 independent directors. Independent directors shall include at least one accounting professional. An accounting professional refers to a person who meets at least one of the following conditions:
(1) Possesses the qualification of a certified public accountant;
(2) Possesses a senior professional title in accounting, auditing, or financial management, or an associate professor or above title, or a doctoral degree;
(3) Possesses a senior professional title in economic management and has at least five years of full-time work experience in accounting, auditing, or financial management positions.
The Board of Directors shall have one Chairman. The Chairman shall be elected by the Board of Directors by a majority vote of all directors. If the Chairman is unable to perform his duties or fails to perform his duties, the Vice Chairman (if any) shall preside. If the company has not established a Vice Chairman or if the Vice Chairman is unable to perform his duties or fails to perform his duties, one director shall be elected by a majority of the directors to perform the duties.
Article 5 The Board of Directors shall establish a Board Office to handle the daily affairs of the Board of Directors. The Secretary of the Board of Directors shall concurrently serve as the head of the Board Office. The Secretary of the Board of Directors shall assist the Chairman in handling the daily work of the Board of Directors and shall perform the duties stipulated by laws, administrative regulations, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the securities regulatory rules of the company's stock listing place, and the Articles of Association.
Chapter 2 Convening and Proposals of Board Meetings
Article 6 Board meetings shall be divided into regular meetings and interim meetings. Unless otherwise stipulated by the securities regulatory rules of the company's stock listing place, the Board of Directors shall hold at least four regular meetings annually.