Core Points - The document outlines the rules governing the board of directors of Bluestar Adisseo Co., Ltd, aimed at improving corporate governance and decision-making efficiency [1][2][3] Group 1: Purpose and Authority - The rules are established to enhance the corporate governance structure and ensure scientific decision-making by the board [1] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investments [2][3] Group 2: Board Responsibilities - The board is responsible for formulating annual financial plans, profit distribution schemes, and capital changes [2][3] - It also decides on significant acquisitions, mergers, and changes in company structure [2][3] Group 3: Meeting Procedures - The board must hold at least two regular meetings each year, with the chairman responsible for convening these meetings [6][7] - Proposals for meetings must be prepared in consultation with board members and submitted to the chairman for approval [6][7] Group 4: Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions and financial assistance [14][15] - The board must ensure that decisions are made within the authority granted by the shareholders and the company's articles of association [15][16] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including attendance, proposals, and voting results [26][27] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [28][29]

General Information - Guangdong Gensho Logistics Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [3] - The company was approved to publicly issue 22.07 million shares of RMB ordinary stock on August 4, 2017, and was listed on the Shanghai Stock Exchange on September 18, 2017 [3][4] - The registered capital of the company is RMB 105,015,000 [3] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [4] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [4][5] - The company has established a Communist Party organization to conduct party activities [5] Business Scope - The company’s business scope includes domestic and international freight forwarding, information technology consulting, manufacturing of metal products, and various logistics services [5][6] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [6][7] - The total number of shares issued by the company is 105,015,000, all of which are ordinary shares [7] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [11][12] - Shareholders must comply with laws and the company’s articles of association, and they cannot withdraw their capital except as legally permitted [16][41] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [52] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of meeting details in advance [63][64] - The company must ensure that meetings are conducted in an orderly manner and that all shareholders can participate [68][69]

Group 1 - The company aims to improve its corporate governance structure and enhance the efficiency and scientific decision-making capabilities of the board of directors [2][3] - The board of directors is required to comply with laws, regulations, and the company's articles of association, fulfilling their duties with loyalty and diligence [2][3] - The board has established various specialized committees, including a strategy committee, audit committee, nomination committee, and compensation and assessment committee, to assist in its functions [2][3][4] Group 2 - The board meetings are categorized into regular and temporary meetings, with at least two regular meetings held annually [5][6] - The board must convene a temporary meeting under specific circumstances, such as proposals from shareholders or directors [4][6] - Meeting notifications must be sent out in advance, with different time frames for regular and temporary meetings [9][10] Group 3 - A quorum for board meetings requires the presence of more than half of the directors [13] - Directors must attend meetings in person or delegate their voting rights through a written proxy [7][8] - The board's resolutions are made through a voting process, with each director having one vote [18][19] Group 4 - The board must ensure that independent directors exercise their rights according to relevant laws and regulations [24] - Decisions made by the board require a majority approval from the attending directors, with specific rules for related party transactions [23][27] - Meeting records must be documented, including details of the meeting, attendance, and voting results [30][31]