Zheng Quan Zhi Xing·2025-09-05 10:15Core Points - The article outlines the rules governing the board of directors of Youyou Automotive Information Technology (Shanghai) Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][21] - The board is a permanent decision-making body responsible to the shareholders' meeting, adhering to relevant laws and regulations [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure effective governance and decision-making within the company [2] - The board of directors is accountable to the shareholders and must comply with the law and the company's articles of association [2] Chapter 2: General Provisions for Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy [3][4] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [4] Chapter 3: Composition and Subcommittees of the Board - The board consists of seven directors, including three independent directors and one employee representative [13] - The chairman of the board is elected by a majority of the directors and has specific responsibilities, including presiding over meetings [14] Chapter 4: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and make significant operational decisions [18] - Transactions exceeding certain thresholds must be submitted for board approval [20] Chapter 5: Board Meeting Procedures - The board must hold at least two meetings annually, with specific notice requirements for both regular and special meetings [22][12] - A quorum requires the presence of a majority of directors, and decisions are made by majority vote [26][27] Chapter 6: Resolutions and Records of Board Meetings - Resolutions must be documented, and directors are responsible for the decisions made during meetings [37] - Meeting records must be maintained for at least ten years [38] Chapter 7: Board Secretary - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure obligations [39][40] Chapter 8: Supplementary Provisions - The rules will take effect upon approval by the shareholders' meeting and can be amended as necessary [21][46]