Core Points - The company is Beijing Fjr Optoelectronic Technology Co., Ltd., established as a joint-stock company based on the transformation of Beijing Fjr Optoelectronic Technology Co., Ltd. [3][4] - The company was registered on August 31, 2021, with the China Securities Regulatory Commission and issued 19 million shares of ordinary stock to the public [4][3] - The registered capital of the company is RMB 76 million [4] - The company aims to enhance its research, production, and management levels while providing professional products and services to customers [15][14] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [5] - The legal representative of the company is the chairman, who must be replaced within 30 days if they resign [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [4][5] Business Objectives and Scope - The company's business philosophy emphasizes technological advancement, quality, integrity, and proactive development [15] - The business scope includes technology services, development, consulting, import and export of goods, manufacturing of optoelectronic devices, and various electronic products [15][6] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [16] - The company has issued a total of 76 million shares, all of which are ordinary shares [21][20] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [23][24] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [34][33] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][39] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [5][34] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [52][51] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [26][25]

General Provisions - The company establishes a Board Strategic Committee to enhance core competitiveness, determine development plans, and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1][2] Composition and Personnel - The Strategic Committee consists of three directors, with members nominated by the chairman and elected by the board [2][3] - The committee has a chairperson responsible for leading its work, elected by the committee members and approved by the board [2][3] Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on medium to long-term development strategies, operational strategies, major investments, and other significant matters affecting the company [3][4] - The committee is accountable to the board and submits proposals for board review and decision [3][4] Decision-Making Procedures - The Strategic Committee's working group prepares necessary materials for decision-making, including feasibility reports and legal opinions [4][5] - Meetings are convened based on proposals from the working group, and results are submitted to the board [4][5] Meeting Rules - Meetings require at least two-thirds of committee members to be present, and decisions are made by majority vote [5][6] - Members can attend in person or delegate their voting rights to another member, with specific requirements for authorization [5][6] Voting and Record-Keeping - Voting can be conducted by show of hands or written ballot, with results announced immediately or communicated the following day for remote meetings [6][7] - Meeting records must be kept for at least ten years, with confidentiality obligations for all attendees [7][9] Supplementary Provisions - The work rules take effect upon board approval and must comply with relevant laws and the company's articles of association [10][10] - The board holds the authority to interpret these rules [10]

General Principles - The purpose of the rules is to enhance the effectiveness of the board of directors and establish a sound corporate governance structure, ensuring efficient decision-making and legal compliance [1] - The board of directors is a permanent executive body responsible to the shareholders' meeting and exercises powers granted by law, the company charter, and the shareholders' meeting [1] Board Meeting System - Board meetings are divided into regular and temporary meetings, with at least two regular meetings held annually [2] - The board secretary is responsible for notifying directors about meetings and ensuring that all relevant documents are delivered [2][3] - Directors can attend meetings in person or delegate their voting rights to another director through a written proxy [3] Board Powers - The board has various powers, including convening shareholders' meetings, executing resolutions, deciding on business plans and investment proposals, and formulating financial budgets [4] - The board must establish strict review and decision-making procedures for significant transactions, which require expert evaluation and shareholder approval [5] Specialized Committees - The board establishes specialized committees, including an audit committee, which is responsible for reviewing financial information and overseeing audit work [7] - The strategic and sustainable development committee guides the company in formulating development strategies and assessing ESG risks [9] Decision-Making Process - Proposals for board meetings can be made by the general manager or directors, and decisions are made through a voting process [20][21] - Meeting records must be kept, detailing the proceedings and voting results, and must be signed by attendees [22][23] Chairman's Authority - The chairman of the board is responsible for presiding over meetings, ensuring the execution of board resolutions, and representing the company in legal matters [14][26]

General Principles - The purpose of the rules is to ensure the effective operation and decision-making of the board of directors of Guotou Intelligent Information Co., Ltd. [1] - The board of directors is the main decision-making body of the company, responsible for strategic decisions, risk management, and accountability to the shareholders [1][2]. Board Meeting Organization - The board of directors has a permanent office responsible for preparing meetings and handling daily affairs [2]. - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2][4]. - The chairman of the board is responsible for convening and presiding over meetings, with provisions for vice-chairmen or other directors to take over if necessary [5]. Meeting Notification and Attendance - Notifications for regular meetings must be sent 10 days in advance, while temporary meetings require 5 days' notice [5][6]. - A quorum for meetings requires the presence of more than half of the directors [6][12]. - Directors are expected to attend in person, but can delegate their voting rights to another director under specific conditions [13][14]. Decision-Making Process - Proposals must be clearly defined and included in the meeting notice to be eligible for voting [16]. - Voting is conducted by a show of hands or written ballot, with each director having one vote [19]. - Decisions require a majority approval from the attending directors, with specific rules for related party transactions [25][26]. Meeting Records and Documentation - Meeting records must accurately reflect the discussions and decisions made, and should be signed by attendees [33][34]. - The board secretary is responsible for maintaining all meeting documentation for a minimum of 10 years [38]. Amendments and Compliance - The rules must comply with national laws and regulations, and will be revised as necessary [41][42]. - The board of directors is responsible for interpreting and amending these rules [43].