General Principles - The rules are established to standardize the operation of the board of directors of Shenzhen Changfang Group Co., Ltd., improve corporate governance structure, protect the legal rights of the company and shareholders, and ensure the efficiency and scientific decision-making of the board [2] - The board of directors is a permanent business decision-making body elected by the shareholders' meeting, responsible to the shareholders' meeting and reporting its work [2][3] - The board consists of 7 directors, with independent directors accounting for no less than one-third of the board members, including at least one accounting professional [2][3] Directors - Directors must be natural persons and cannot serve if they fall under certain disqualifications as per the Company Law and other regulations [4] - Directors are required to comply with laws, regulations, and the company's articles of association, and must avoid conflicts of interest [4][5] - Directors must attend board meetings in person, and failure to do so without proper delegation may lead to recommendations for their replacement [5] Independent Directors - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [6] - Independent directors must possess relevant qualifications and experience, including at least five years of legal, accounting, or economic work experience [6][8] - Independent directors have special rights, including the ability to independently hire intermediaries for audits or consultations and to propose meetings [9][19] Board Meeting System - Board meetings are categorized into regular and temporary meetings, with regular meetings held at least twice a year [10] - Notifications for meetings must include the date, location, duration, and agenda, and must be sent in advance [11] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made by majority vote [12][31] Board Resolutions - The board has the authority to make significant decisions, including major acquisitions, investments, and management appointments [34][35] - Transactions exceeding certain thresholds must be approved by the board and disclosed in a timely manner [15][40] - Independent directors must approve related party transactions before they are submitted to the board for review [40] Meeting Records - Detailed records of board meetings must be maintained, including attendance, agenda, and resolutions passed [42][43] - Directors are responsible for the resolutions made during meetings, and those who dissent must have their objections recorded [44] Supplementary Provisions - The rules serve as a supplement to the company's articles of association and are subject to legal regulations [46][47] - Amendments to these rules must be proposed by the board and approved by the shareholders' meeting [48]

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]