Chapter 1 General Provisions
Article 1 To standardize the procedures for discussing matters and making decisions by the Board of Directors of Jiangxi Jinli High-tech Co., Ltd. (hereinafter referred to as the "Company"), to enable directors and the Board to effectively perform their duties, and to improve the standardized operation and scientific decision-making level of the Board, these Procedures are formulated in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Companies" of the Shenzhen Stock Exchange, the "Letter of Opinion on Supplementary Amendments to the Articles of Association of Companies Listed in Hong Kong" (Zheng Jian Hai Han [1995] No. 1), the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules," and "The Stock Exchange of Hong Kong Limited" as "Hong Kong Stock Exchange"), and other laws, regulations, normative documents, and the "Articles of Association of Jiangxi Jinli High-tech Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 The Board of Directors is the executive body and the decision-making body for the company's operations management. The board's discussions, decisions, and all arrangements made for the implementation of decisions shall aim for the maximization of shareholder interests as their ultimate goal, and shall treat all shareholders equally.
Article 3 The Board of Directors is responsible to the Shareholders' Meeting and shall perform its duties strictly in accordance with relevant laws, regulations, departmental rules, listing rules of the stock exchange where the company's stock is listed, and the provisions of the "Articles of Association." It shall exercise its powers in accordance with the law within the scope of relevant laws and regulations, the "Articles of Association," and the authorization of the Shareholders' Meeting.
Article 4 These Procedures shall be binding on all directors, the company secretary, and other personnel attending board meetings.
Chapter 2 Composition and Powers of the Board of Directors
Article 5 The Board of Directors shall consist of 7-9 directors, including 1 employee director. There shall be 3 independent directors. There shall be 1 Chairman and 1 Vice-Chairman.
Directors shall be elected or removed by the Shareholders' Meeting, and may be removed by the Shareholders' Meeting before the expiry of their term. Each director's term of office shall be three years, commencing from the date of the Shareholders' Meeting's approval and ending at the expiry of the term of the current Board of Directors. Directors may be re-elected upon the expiry of their term.
Article 6 Directors may resign before the expiry of their term. A director's resignation shall be submitted to the Board of Directors in writing. The Board of Directors shall disclose the relevant situation within 2 days of receiving the resignation report.
If a director's resignation causes the number of directors on the Board to fall below the legally required minimum, the resignation shall only take effect after a new director has been elected to fill the vacancy. The remaining directors shall convene an extraordinary general meeting as soon as possible to elect directors to fill the vacancy. Until the Shareholders' Meeting makes a resolution on the election of directors, the duties of the resigning director and the remaining directors shall be reasonably restricted.
Except for the circumstances listed in the preceding paragraph, a director's resignation shall take effect upon the submission of the resignation report to the Board of Directors.