Chapter 1 General Principles
Article 1
To further standardize the board of directors' decision-making processes and procedures, promote effective performance of duties by directors and the board, and improve the level of standardized operations and scientific decision-making, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Securities Law of the People's Republic of China, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Normative Operations of Growth Enterprise Market Listed Companies, and the Articles of Association of Meirui New Materials Co., Ltd. (hereinafter referred to as "Articles of Association"), among other relevant regulations, as a code of conduct for the operation of the board.
Chapter 2 Composition and Powers of the Board
Article 2
The board consists of seven directors, including one chairman and three independent directors. When the number of employees exceeds 300, a representative director elected by employees through a democratic process at the employee representative assembly shall be appointed. Directors shall strictly fulfill their duties of loyalty and diligence as stipulated in the Company Law and the Articles of Association.
Article 3
The board shall establish a strategic committee, an audit committee, a remuneration and assessment committee, and a nomination committee. The specialized committees shall be composed of directors, with independent directors constituting a majority in the audit committee, remuneration and assessment committee, and nomination committee, and an independent director shall serve as the convener. The convener of the audit committee shall be a professional accountant. The working procedures of the specialized committees shall be formulated by the board.
Article 4
The board shall set up a board office to handle daily affairs. The board secretary or securities affairs representative shall concurrently serve as the head of the board office and shall keep the board seal.