Zheng Quan Zhi Xing·2025-09-05 16:34General Principles - The rules are established to clarify the responsibilities and decision-making processes of the board of directors, ensuring effective governance and scientific decision-making [1][2][3] Composition and Powers of the Board - The board of directors is responsible to the shareholders' meeting and is composed according to the company's articles of association [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans and investment proposals, and managing internal structures [1][2] Chairman of the Board - The board elects a chairman who presides over meetings and ensures the execution of board resolutions [3][4] Board Secretary - The company appoints a board secretary responsible for preparing meetings, managing documents, and handling information disclosure [4][5] - The board secretary must have relevant experience and knowledge in finance, law, and management [4][5] Committees of the Board - The board establishes specialized committees, including strategy, nomination, audit, and remuneration committees, each with specific responsibilities and majority independent director representation [6][7][8] - Each committee must submit proposals to the board for approval [8][9] Meeting Procedures - Board meetings can be regular or temporary, with specific procedures for convening and notifying members [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [12][13] Decision-Making and Voting - Proposals must be clear and within the board's authority, with specific requirements for submission and approval [14][15] - Voting procedures include provisions for conflicts of interest and the need for independent directors' approval for certain matters [16][17] Record Keeping - Detailed records of meetings, including attendance, discussions, and decisions, must be maintained for a minimum of ten years [18][19] Amendments to Rules - The rules may be amended in response to changes in laws, regulations, or company articles, requiring shareholder approval [20][21]