Rules of Procedure for Board of Directors

of

Hainan International Arbitration Court

Article 1 These Rules are set up pursuant to the Articles of Association of Hainan International Arbitration Court for the purposes of ensuring scientific and democratic decision-making by the Board of Directors (“the Board”) of Hainan International Arbitration Court (“HIAC”) and regulating the proceedings. 

Article 2 The Board meetings may be held from time to time according to needs and shall be held at least once a year. 

The Chairman of the Board (“the Chairman”) may convene a Board meeting based on working needs or upon a proposal in writing made by not less than three directors. 

Article 3 Meetings of the Board shall be convened and presided by the Chairman. The Chairman may delegate one of the Deputy Chairmen of the Board (“the Deputy Chairman”) to convene and preside meetings on his/her behalf. Where there is no Deputy Chairman, the Chairman may delegate a director to convene and preside meetings on his/her behalf. 

Article 4 The quorum of the Board meeting shall be two-thirds of all the directors. 

Board meetings shall be held at the locality of the Hainan International Arbitration Court or other appropriate venue and may be conducted by video or other effective means if necessary. 

Article 5 The following matters shall be submitted to the Board for approval:

(1)Formulation and amendment of the Articles of Association of HIAC, the Rules of Procedure of the Board, arbitration rules, mediation rules and rules of other forms of dispute resolution;

(2)Appointment of President and Vice President of HIAC;

(3)The establishment, alteration and dissolution of committees, and appointment of committee members;

(4)Establishment of a panel of arbitrators, and appointment and removal of arbitrators and other dispute resolution experts;

(5)Annual reports, financial budgets and financial reports;

(6)Establishment and alteration of internal divisions and branches and staff establishment;

(7)Formulation of important rules and regulations, including but not limited to arbitrator remuneration system and staff recruitment, management and remuneration system;

(8)Other duties specified in the Article of Association. 

Article 6 The Board may have one to two secretaries, who shall be responsible for contacting the directors, preparation for the meetings, writing minutes, keeping records of the meeting papers, and such other matters as assisting the directors to perform their duties. 

Article 7 The meeting documents of the Board of Directors shall be served on all directors by effective means 5 days prior to the meeting. 

Article 8 Directors shall attend meetings of the Board of Directors in person, via video or other effective means. Where a director is unable to attend a meeting for some reason, he/she may submit a written opinion, or delegate in writing another director present in the meeting to express his/her opinion or exercise his/her voting rights on his/her behalf. 

A director who is absent from a meeting and fails to submit a written opinion or delegate another director to express his opinion or exercise his voting rights shall be deemed to have waived his voting rights in the meeting. 

Article 9 Personnel in attendance of the Board meeting shall be decided by the person chairing the meeting. 

Article 10 When the Board votes on the relevant matters, the person chairing the Board meeting shall decide the voting method. A resolution shall be approved by a majority of more than two-thirds of the directors present in the meeting. The formulation and amendment of the Articles of Association shall be approved by more than two thirds of all the directors. 

Article 11 Minutes shall be prepared and kept for Board meetings. Minutes shall be prepared for matters resolved in the meetings and shall be printed and distributed upon being approved and signed by the person chairing the meeting. 

Article 12 The Board has the right to supervise the execution of the matters resolved in the meetings. 

Article 13 The power of interpretation of these Rules shall be vested in the Board. These Rules shall come into force as of the date of adoption.