Rules of procedure for the board of directors of a joint stock limited company

Legal analysis: the resolution of the board of directors of a joint stock limited company must be passed by more than half of all directors. The board of directors decided to implement the one-person-one-vote system. If the resolution of the board of directors violates laws, administrative regulations or the articles of association and resolutions of the shareholders' meeting, causing serious losses to the company, the directors who participated in the resolution shall be liable for compensation to the company. However, if it is proved that an objection was expressed during the voting and recorded in the minutes of the meeting, the director may be exempted from liability.

Legal basis: People's Republic of China (PRC) Company Law.

Article 109 The board of directors shall have a chairman and may have a vice-chairman. The chairman and vice-chairman are elected by the board of directors by more than half of all directors.

The chairman shall convene and preside over the meeting of the board of directors and check the implementation of the resolutions of the board of directors. The vice chairman assists the chairman. If the chairman is unable to perform his duties or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall recommend a director to perform his duties on his behalf.

Article 110 The board of directors shall hold meetings at least twice a year and notify all directors and supervisors ten days before each meeting.

Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. The chairman shall convene and preside over the board meeting within ten days after receiving the proposal.

When the board of directors holds an interim meeting, it may separately determine the notification method and time limit for convening the board of directors.