Chapter 1 General Principles
Article 1
Wuhan Port Di Technology Co., Ltd. (hereinafter referred to as "the Company") establishes these rules to ensure the board of directors exercises its powers independently, normatively, and effectively, thereby enhancing work efficiency and scientific decision-making. This is 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, the Code of Corporate Governance for Listed Companies, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "the GEM Listing Rules"), the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operations of GEM Listed Companies, the Articles of Association of Wuhan Port Di Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant laws, regulations, and normative documents, tailored to the actual situation of the Company.
Article 2
The Company legally establishes a board of directors. The board is a permanent decision-making body of the Company, with a board office responsible for handling daily affairs. The board performs its duties in accordance with the Company Law and other relevant laws and regulations, as well as the Articles of Association, and is accountable to the shareholders' meeting.
Chapter 2 Composition of the Board and Subordinate Institutions
Article 3
The board of directors consists of 7 directors, including 3 independent directors. The board elects a chairman and a vice-chairman from among its members by a majority vote. Directors serve a term of three years and may be re-elected upon expiration. There must be at least one employee representative on the board, elected democratically by the employees through a representative assembly or other means.
Article 4
The board has four specialized committees: the Audit Committee, the Nomination Committee, the Remuneration and Assessment Committee, and the Strategy Committee. Each committee must have an odd number of members, with no fewer than 3 members. Committees are accountable to the board and perform their duties according to the Articles of Association and the board's authorization, with proposals submitted for board review and decision. All committee members must be directors, with independent directors constituting a majority in the Audit, Nomination, and Remuneration and Assessment Committees, and an independent director serving as the convener. Members of the Audit Committee must be directors who do not hold senior management positions in the Company, with an independent director who is an accounting professional serving as the convener. If there are specific regulations from relevant government departments regarding committee conveners, those regulations shall prevail.
The board is responsible for formulating the working procedures of the specialized committees to standardize their operations. The specialized committees of the board exercise the following powers:
- The Strategy Committee is responsible for the Company's strategic planning and major issues, providing recommendations to the board on:
- Long-term development goals and strategic planning.
- Major investments, financing plans, significant capital operations, and asset management projects requiring board approval.
- Significant matters related to products, markets, technology, operations, quality control, finance, and personnel.
- Major projects and their implementation.
- Other matters authorized by the board.
If the board does not fully adopt the Strategy Committee's recommendations, it must record the committee's opinions and the specific reasons for non-adoption in the board's resolution and disclose them.