On 6 November 2025, China International Marine Containers (Group) Co., Ltd. (the Company) approved amendments to its Rules of Procedure for the Board of Directors. The document was formulated under relevant laws and regulations, as well as the Company’s Articles of Association, with an aim to regulate Board discussions and improve decision-making efficiency.
The amended rules specify that the Board comprises nine members, including one Chairman, two Vice Chairmen, and three independent directors (at least one of whom is an accounting professional). All directors must act in good faith and diligence, serving for a three-year term that may be renewed upon re-election. Directors may simultaneously hold senior management positions, provided their total number does not exceed half of the entire Board.
The document delineates the Board’s responsibilities, including convening general meetings, implementing resolutions, and determining business strategies, profit distribution, and significant transactions such as external guarantees and related-party dealings. Certain items require majority approval, while others demand at least two-thirds consent. The Board is empowered to appoint or dismiss senior managers, oversee corporate governance committees, and supervise risk management and internal controls.
Procedures for meetings, including notification, quorum, and voting requirements, are clarified. Board sessions require the presence of more than five directors, and each director casts one vote per resolution. Directors with conflicts of interest in related transactions must abstain. The amended rules also outline the special committees’ roles, reinforce strict examination for major external projects, and confirm that Board proposals on matters like external guarantees or asset transactions may require approval by the general meeting.
According to the amendments, these Rules of Procedure become effective upon approval by the general meeting. Any inconsistencies with prevailing laws or the Company’s Articles of Association will defer to higher-level regulations.