Chapter 1 General Principles
Article 1
To clarify the responsibilities and powers of the Board of Directors of Zhongfu Information Co., Ltd. (hereinafter referred to as "the Company"), standardize the internal structure, deliberation, and decision-making procedures of the Board, and ensure the efficient and orderly operation of the Board, these Rules of Procedure for the Board of Directors of Zhongfu Information Co., Ltd. (hereinafter referred to as "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 relevant laws, administrative regulations, normative documents, and the Articles of Association of Zhongfu Information Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Company establishes a Board of Directors, which is elected by the shareholders' meeting and is entrusted by the shareholders' meeting to manage the Company's legal property. The Board serves as the center for the Company's operational decision-making and is accountable to the shareholders' meeting.
Article 3
These Rules shall become a binding legal document regulating the internal structure, convening, holding, deliberation, and voting procedures of the Company's Board of Directors from the date of their effectiveness.
Chapter 2 Directors
Article 4
A director must be a natural person and shall not serve as a director under any of the following circumstances:
- Those who meet any of the disqualifications specified in Article 178 of the Company Law;
- Those who have been subject to market entry bans by the China Securities Regulatory Commission, with the ban period not yet expired;
- Those publicly deemed unsuitable to serve as directors or senior management of listed companies by the stock exchange, with the ban period not yet expired;
- Other circumstances as stipulated by laws, administrative regulations, or departmental rules.
During the above periods, the cutoff date is the date of the shareholders' meeting for the proposed appointment of directors. After being nominated, candidates for directors must self-check their eligibility and provide the Company with written explanations and relevant materials in a timely manner. If a candidate for director falls under any of the circumstances listed in the first paragraph of this article, the Company shall not submit them as a candidate for director to the shareholders' meeting for voting. Any election or appointment of directors in violation of this article shall be invalid. If a director encounters any of the circumstances listed in this article during their term, the Company shall terminate their position and cease their duties. If a director encounters the first or second circumstance during their term, the relevant director shall immediately cease their duties, and the Company shall terminate their position according to the relevant regulations; if a director encounters the third or fourth circumstance during their term, the Company shall terminate their position within thirty days from the occurrence of that fact. If a relevant director does not cease their duties when they should or has not been terminated when they should have been, their votes in Board meetings and specialized committee meetings, as well as independent director meetings, shall be invalid and not counted in the attendance.