Chapter 1 General Principles
Article 1
To standardize the decision-making procedures and behaviors of the Board of Directors and ensure efficient operation and scientific decision-making, these rules are formulated based on the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Guidelines for the Governance of Listed Companies, the Guidelines for Articles of Association of Listed Companies, the Articles of Association of Xi'an Pary Power Semiconductor Conversion Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and other relevant laws, regulations, and normative documents, combined with the actual situation of the company.
Article 2
The Board of Directors is the company's permanent management decision-making body and the executive body of the shareholders' meeting, accountable to the shareholders' meeting. The Board shall safeguard the interests of the company and all shareholders, and within the authorization of the Articles of Association and the shareholders' meeting, is responsible for decision-making regarding the company's development goals and major business activities, exercising its powers in accordance with the provisions of the Articles of Association.
Article 3
The Board of Directors consists of nine directors, including at least one employee representative director. The proportion of independent directors shall not be less than one-third of the board members, and at least one must be a professional accountant. Board members are elected by the shareholders' meeting, and the chairman and vice-chairman are elected by a majority of the entire board.
Article 4
The company shall appoint a secretary to the Board of Directors, who shall be hired or dismissed by the Board. The secretary is responsible for organizing and coordinating board meetings, including arranging meeting agendas, preparing meeting documents, organizing meetings, and drafting meeting minutes and resolutions.
Chapter 2 Powers of the Board of Directors
Article 5
The Board of Directors exercises the following powers:
- Implement major measures for the decisions of the Central Committee and national development strategies;
- Convene shareholders' meetings and report work to the shareholders' meeting;
- Execute resolutions of the shareholders' meeting;
- Decide on the company's business plans and investment proposals;
- Formulate profit distribution plans and loss compensation plans;
- Formulate plans for increasing or decreasing registered capital, issuing bonds or other securities, and listing;
- Draft plans for major acquisitions, repurchases of company stock, mergers, divisions, dissolutions, and changes in company form;
- Within the scope authorized by the shareholders' meeting, decide on external investments, asset acquisitions and sales, asset pledges, external guarantees, entrusted financial management, related party transactions, external donations, sponsorships, etc.;
- Decide on the establishment of internal management institutions;
- Based on the chairman's nomination, decide on the appointment or dismissal of the general manager and secretary of the board, and determine their remuneration and rewards and punishments; based on the general manager's nomination, decide on the appointment or dismissal of senior management personnel such as vice general managers and financial officers, and determine their remuneration and rewards and punishments;
- Formulate the company's basic management systems;
- Draft proposals for amendments to the Articles of Association;
- Manage the company's information disclosure matters;
- Propose to the shareholders' meeting the appointment or replacement of the accounting firm for the company's audit;
- Listen to the general manager's work report and inspect the general manager's work;
- Approve the company's applications for comprehensive credit and loans from banks or other financial institutions, where the loan amount does not exceed 50% of the company's most recent audited total assets;
- Review and approve financial derivative transactions such as options and futures that do not require approval from the shareholders' meeting;
- Other powers granted by laws, administrative regulations, departmental rules, or the Articles of Association.