Chapter One General Principles
Article 1
To further standardize the board meeting procedures of [Company Name] (hereinafter referred to as "the Company"), enhance the decision-making and governance efficiency of the board, and improve the operational level of the board, these rules are formulated based on the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," and other relevant regulations.
Article 2
The Company shall establish a board of directors. The board is the highest decision-making body of the Company, responsible for the overall benefits of the Company and its shareholders. Within the scope of authority defined by the Company’s articles of association and the resolutions of the board, the board is responsible for major economic activities and decisions.
Chapter Two Composition and Structure of the Board
Article 3
The board shall consist of no less than nine directors, and the number of independent directors shall not be less than three. The independent directors shall meet the requirements set forth in the relevant regulations.
Article 4
The board shall establish special committees, including the audit committee and the remuneration committee, to assist the board in performing its duties. The committees shall consist of independent directors and shall report to the board.
Article 5
The board shall convene regular meetings and extraordinary meetings as necessary. The board chairperson shall preside over the meetings. In the absence of the chairperson, the board shall elect a director to preside over the meeting.
Article 6
The board shall ensure that all resolutions are documented accurately and that relevant materials are maintained properly.
Article 7
The board shall establish a work system for the board of directors, ensuring that the board operates effectively and efficiently.
Chapter Three Board Meeting Notices and Communications
Article 8
The board shall distinguish between regular and extraordinary meetings. The board shall hold at least one regular meeting each year.
Article 9
The notice for a board meeting shall be sent to all directors at least fourteen days in advance, specifying the agenda and relevant materials.
Article 10
In urgent situations requiring a board meeting, notice may be given via telephone or other means, but the meeting must be documented in detail.
Article 11
The board shall adopt a resolution to convene a meeting, which shall be recorded in the meeting minutes.
Article 12
Directors may propose agenda items for board meetings, which shall be considered by the board.
Article 13
The board shall ensure that all directors are informed of the meeting details and that their opinions are solicited.