General Principles - The rules are established to standardize the board's decision-making process and enhance its operational efficiency and decision-making quality, in accordance with relevant laws and regulations [1][2] - The board of directors is a permanent institution responsible for the company's operational decisions and directly accountable to the shareholders [1][2] Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors are elected or replaced by the shareholders' meeting for a term of three years, with the possibility of re-election [2][3] - In the event of malicious acquisition scenarios, directors can receive compensation equivalent to five times their annual salary if removed from their position [2][3] Board Composition and Responsibilities - The board consists of seven members, including three independent directors, and is responsible for significant corporate decisions such as mergers and acquisitions [6][7] - The board has the authority to make decisions on external investments, asset sales, and management appointments, among other responsibilities [6][7][8] Board Meetings - The board must hold at least four meetings annually, with specific procedures for calling and conducting meetings [14][15] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [30][31] - Meeting records must be maintained, detailing attendance, discussions, and resolutions passed [24][25] Decision-Making and Voting - Proposals for board meetings must be submitted in advance, and directors are expected to review materials thoroughly before voting [36][37] - Voting is conducted through written ballots, and directors must declare any conflicts of interest before participating in votes [41][42][43] Amendments and Compliance - The rules will be effective upon approval by the shareholders' meeting and must be amended in accordance with changes in laws or regulations [54][56][57] - Any discrepancies between these rules and applicable laws will be resolved in favor of the latter [27]