NEO(SH:600184) Zheng Quan Zhi Xing·2025-08-15 16:36General Principles - The rules aim to improve the corporate governance structure, enhance the efficiency of the board, and ensure legal compliance in decision-making [2][3] - Directors are required to adhere to laws and the company's articles of association, fulfilling their duties with loyalty and diligence [2] Composition and Powers of the Board - The board consists of 9 directors: 5 shareholder representatives, 3 independent directors, and 1 employee representative [4] - The board has the authority to make significant decisions regarding acquisitions, investments, and management appointments [3][4] Decision-Making Procedures - The board must approve transactions involving assets that exceed 10% of the company's total audited assets or market value [6] - Transactions exceeding 50% of the company's total audited assets or market value require shareholder approval after board approval [6] Committees - The board has established several committees, including the Strategy and ESG Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee, each with specific responsibilities [10] Meeting Procedures - The board must hold at least two regular meetings annually, with proper notice given to all directors [11] - Decisions require a majority vote from the attending directors, and specific procedures are in place for temporary meetings [16][19] Documentation and Record-Keeping - Meeting records must be accurate and signed by attendees, with provisions for dissenting opinions [23] - The board's resolutions must be documented in writing and signed by attending directors [34] Implementation and Oversight - The chairman is responsible for ensuring the implementation of board decisions and reporting on their status in subsequent meetings [25]