Zheng Quan Zhi Xing·2025-08-15 16:36General Principles - The rules aim to improve the corporate governance structure, regulate the board's operations, enhance decision-making efficiency, and ensure the board exercises its powers legally [1][2] - Directors must comply with laws, regulations, and the company's articles of association, fulfilling their duties with loyalty and diligence [1][2] Board Composition and Powers - The board consists of 10 directors: 5 shareholder representatives, 4 independent directors, and 1 employee representative [1][2] - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans and investment proposals, and manage profit distribution [2][3] Decision-Making Procedures - Transactions exceeding the board's authorized scope must be submitted for shareholder approval [3][4] - The board must establish strict review and decision-making procedures for external investments and significant transactions [4][5] Financial Transactions - Specific thresholds for transactions requiring board approval include asset totals exceeding 10% of the company's audited total assets or transaction amounts exceeding 10% of market value [4][5] - Financial assistance transactions exceeding 10% of the company's audited net assets must also be submitted for shareholder approval [6] Committees and Responsibilities - 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 [9][10] Meeting Procedures - The board must hold at least four regular meetings annually, with proper notice given to all directors [12][13] - A quorum requires the presence of more than half of the directors, and decisions must be made by a majority vote [19][20] Documentation and Record-Keeping - Meeting records must be accurate and complete, signed by attending directors, and maintained for at least 10 years [21][25] - Resolutions must be documented in writing, with signatures from attending directors [22][36] Compliance and Amendments - The rules are subject to national laws and regulations, and any conflicts will defer to those higher regulations [38][42] - The rules will take effect upon the company's first public offering of H shares and listing on the Hong Kong Stock Exchange, superseding previous rules [41][42]