Core Points - Hangzhou Pioneer Electronic Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission for its initial public offering of ordinary shares on May 21, 2015 [3] - The registered capital of the company is RMB 150 million [3] - The company's operational philosophy emphasizes technology, quality, and customer satisfaction, aiming to create new value for customers [3][4] Company Structure - The company was formed through the overall transformation of the original Hangzhou Pioneer Electronic Co., Ltd. and is registered with the Zhejiang Provincial Market Supervision Administration [3] - The company has a permanent existence as a joint-stock company [3] - The legal representative of the company is the general manager [3] Shareholding - The company has a total of 150 million shares issued, all of which are ordinary shares [6] - The major shareholders include Shi Zhengmin with 4,894,000 shares (65.25%) and Shi Yimin with 2,250,000 shares (30.00) [4][6] Business Scope - The company's business scope includes technology services, electronic components manufacturing, sales of electronic products, software development, and information technology consulting [4][5] Share Issuance and Management - The company issues shares in a public, fair, and just manner, ensuring equal rights for each share of the same category [5] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [11][12] - The company must adhere to legal and regulatory requirements in its operations and shareholder meetings [12][13] Financial Management - The company is prohibited from providing financial assistance for acquiring its own shares, except under specific conditions approved by the board or shareholders [7][8] - Any significant transactions, including asset purchases or sales, must be approved by the shareholders [49][50]

General Principles - The rules are established to standardize the board's decision-making process and improve operational efficiency based on the Company Law and the company's articles of association [2][21] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [2] Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and must include one employee representative if the company has more than 300 employees [3] - Directors serve a term of three years and can be re-elected, with independent directors limited to a maximum of six years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major operational plans and investments [5][8] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, including those involving assets exceeding 10% of total assets or net assets [6][8] - Independent directors must approve certain transactions, particularly those involving related parties, to ensure compliance with regulations [6][9] Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and presiding over these meetings [12][17] - A quorum requires more than half of the directors to be present, and decisions are made by majority vote [15][29] Voting and Resolutions - Directors must express clear opinions on proposals, and any proposal not included in the meeting notice cannot be voted on [29][30] - In cases where directors have conflicts of interest, they must abstain from voting, and decisions must be made by a majority of non-related directors [33][34] Documentation and Accountability - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the directors [37][20] - Directors are responsible for the board's resolutions, and any violations leading to company losses may result in liability for participating directors [20]