Meetings of the Board of Directors
Board meetings are convened at least 4 times a year, including an annual and interim results meeting, and two quarterly results meetings.
Board meetings can be opened in the forms of on-site, video-phone or written proposal.
All directors should be informed 10 days before the opening of the meeting so that directors have enough time to make preparation. Directors can be informed by telephone or other verbal formats in emergencies, yet convener should explain on the meeting and write down on the meeting record.
The chairman of the board issues a notice convening the provisional board meeting within 10 days upon the request of:
1.The chairman of the board;
2.More than one-third of the directors;
3.More than half of the independent directors;
4.The supervisory committee;
5.Shareholders with more than 10% corporate stocks with voting right;
6.The Company's president.
2.Selection of Agenda Items
The secretary of the board of directors is responsible for collecting draft motions and submitting them to the board's chairman. The chairman and the secretary set out the time, place and agenda of the meeting.
Agenda items (motions) can be submitted by directors, the supervisory committee, the president, special committees of the board, and subsidiaries of the Company (have to be discussed on the shareholders meeting firstly).
3.Materials Distributed in Advance
Materials must be distributed to directors before the board meeting so as to leave time for director to examine in advance and discuss on the meeting. Directors may consult professionals at necessity.
Should more than one-forth of the directors or two external directors deem that the materials are insufficient or unclear, they can make a joint proposal to postpone a board meeting, or postpone a discussion of certain issues put forward by the board. The board will accept this proposal.
Board meetings will only be held if more than half of the directors are present.
Directors unable to attend meetings may, by written power of attorney, appoint another director to attend the meeting on their behalf.
A director will have deemed to waive his/her voting rights if he/she is not present at a board meeting and fails to appoint a proxy to act on his/her behalf. The directors who are acting as proxies of other directors, shall vote as authorized by the appointing director.
Except for resolutions pertaining to the below, all board resolutions are passed by a simple majority vote. A board resolution must be passed by at least half of all directors. The resolutions of the board of directors may be decided by way of a poll or a show of hands. Each director has one (1) vote. The chairman of the board has an extra vote when there are an equal number of votes cast for a resolution.
The following board resolutions require an affirmative vote of more than two-thirds of all directors:
1.Proposals regarding the credit and financial policies of the Company, the increase or reduction the Company's registered capital, the issuance of debentures and for the listing and repurchase of the Company's shares;
2.The drawing of plans for significant acquisition or disposal proposals; or the merger, division, change of corporate format, or dissolution of the Company;
3.Proposals for any amendment to the Company's Articles of Association and its attachments.
In voting on the Company's connected transactions by the board of directors, the connected directors who have interests in the transactions shall abstain from voting. Where resolutions cannot be reached due to the abstention from voting of the connected directors, the relevant motions shall be submitted directly to the shareholders' general meeting for examination.