LZCIC(SH:600423) Zheng Quan Zhi Xing·2025-09-04 11:14General Principles - The purpose of the rules is to standardize the board's decision-making processes, improve operational efficiency, and protect investors' rights [1] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [2] Composition and Powers of the Board - The board consists of nine directors, including one chairman, three independent directors, and one employee director [2] - Directors are elected for a term of three years, with independent directors limited to a maximum of six years [2] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment proposals [3][4] Committees - The board has four specialized committees: Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [2] - Independent directors must constitute a majority in the Audit, Nomination, and Compensation Committees [2] Meeting Procedures - The board must hold at least two meetings annually, with a ten-day notice period for all directors [5] - Shareholders holding more than 1/10 of voting rights can propose a temporary board meeting [5] - Meetings can be conducted in person or through electronic means, ensuring all directors can express their opinions [6][7] Voting and Resolutions - Each director has one vote, and resolutions require a majority of the directors present to be valid [8][9] - Directors must avoid voting on proposals where they have a conflict of interest [9] - Meeting records must be maintained, detailing attendance, discussions, and voting outcomes [10][11] Implementation and Amendments - The rules are an attachment to the company's articles and will be revised in accordance with changes in relevant laws and regulations [11] - The board is responsible for interpreting these rules [11]