XGIMI(SH:688696) Zheng Quan Zhi Xing·2025-09-02 16:14Core Points - The document outlines the rules for the board of directors of XGIMI Technology Co., Ltd. to enhance governance and decision-making processes [1][2][20] Group 1: Board Composition and Authority - The board consists of six directors, including three independent directors and one employee director, with a chairman [2] - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans, and manage financial matters [2][3] Group 2: Board Meeting Procedures - The board must hold at least four regular meetings annually, with notifications sent at least 14 days in advance [6][12] - Proposals for meetings are to be formed after consulting all directors, and the chairman is responsible for finalizing the agenda [6][10] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for related party transactions and profit distribution [14][22] - In case of a tie in votes, the matter will be reconsidered, and if it remains tied after three attempts, it will be submitted to the shareholders [13][22] Group 4: Committees and Oversight - The board establishes specialized committees, including an audit committee, nomination committee, and remuneration committee, to assist in governance [5] - The board secretary is responsible for maintaining meeting records and ensuring compliance with disclosure requirements [29][34] Group 5: Compliance and Amendments - The rules must comply with relevant laws and regulations, and any amendments require approval from the shareholders [20][20] - The rules will take effect upon approval by the shareholders and the listing of H shares on the Hong Kong Stock Exchange [20]