Zheng Quan Zhi Xing·2025-05-28 12:26Core Points - The document outlines the rules for the board of directors of Haier Smart Home Co., Ltd, aiming to enhance governance structure and ensure effective board operations [1][2][3] Group 1: General Principles - The rules are established in accordance with various laws and regulations, including the Company Law of the People's Republic of China and the Corporate Governance Guidelines [1] - The board consists of 8 to 13 directors, including 3 to 5 independent directors and 1 employee representative [1][2] Group 2: Board Authority - The board has the authority to make decisions on significant matters such as share acquisitions, external guarantees, financial assistance, and related party transactions [2][4] - A two-thirds majority is required for certain resolutions, while others can be passed with a simple majority [2] Group 3: Chairman and Vice Chairman - The chairman and vice chairman are elected by the board for a term of three years, with the possibility of re-election [3] - The chairman has special disposal rights and must report to the board and shareholders on significant matters [3][4] Group 4: Board Secretary - The board secretary is a senior management position responsible for coordinating information disclosure and managing investor relations [4][5] - The secretary must possess necessary professional knowledge and experience, and is appointed by the board [4][5] Group 5: Board Meetings - The board must hold at least four meetings annually, with notifications sent at least 14 days in advance for regular meetings [9][10] - Decisions require a majority presence of directors, and voting can be conducted through various means including teleconferencing [11][12] Group 6: Decision-Making and Accountability - Board resolutions must be recorded, and directors are accountable for decisions that violate laws or regulations [12][13] - The rules allow for modifications based on legal requirements and company circumstances, subject to shareholder approval [13]