Chapter 1 General Provisions
Article 1 To regulate the operations of Huagong Technology Industrial Co., Ltd. (hereinafter referred to as the "Company"), protect the legitimate rights and interests of the Company and its shareholders, and improve the efficiency and scientific decision-making level of the Board of Directors, these Rules are formulated in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Stock Listing Rules of the Shenzhen Stock Exchange" (hereinafter referred to as the "SZSE Listing Rules"), the "Rules of the Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "HK Listing Rules"), and the "Articles of Association of Huagong Technology Industrial Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant regulations.
All directors of the Company shall abide by the provisions of these Rules.
Article 2 The Board of Directors is a standing body of the Company, responsible to the Shareholders' Meeting, responsible for the Company's daily operational decisions, and for implementing the resolutions of the Shareholders' Meeting.
Chapter 2 Directors
Article 3 Qualifications for Directors: (1) Directors shall be natural persons; directors are not required to hold shares in the Company. (2) Directors shall meet the relevant requirements of national laws, regulations, and the securities regulatory rules of the place where the Company's stock is listed.
The term "Independent Director" in these Rules is consistent with the meaning of "Independent Non-Executive Director" in the "HK Listing Rules."
Article 4 The following persons shall not serve as directors of the Company: (1) Persons without civil capacity or with limited civil capacity. (2) Persons who have been sentenced to criminal punishment for crimes of embezzlement, bribery, misappropriation of property, or disruption of the socialist market economic order, or who have been deprived of political rights and whose probation period has not yet expired for five years, or whose probation period has expired but less than two years have passed since the end of the probation period. (3) Persons who have served as directors, factory directors, or general managers of companies or enterprises that have been declared bankrupt and liquidated, and who bear personal responsibility for the bankruptcy of such companies or enterprises, within three years from the date of completion of the bankruptcy liquidation. (4) Legal representatives of companies or enterprises whose business licenses have been revoked or operations ordered to cease due to illegal activities, and who bear personal responsibility, within three years from the date of revocation of the business license or cessation of operations. (5) Individuals who have incurred significant debts that have become due and remain unpaid and have been listed by the People's Court as dishonest judgment debtors. (6) Persons who have been subject to market entry bans by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") or The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "HK Stock Exchange," collectively referred to as the "Stock Exchanges" with the Shenzhen Stock Exchange) and whose ban period has not yet expired. (7) Persons publicly identified by a stock exchange as unsuitable to serve as directors or senior management personnel of listed companies, and whose disqualification period has not yet expired. (8) Other circumstances stipulated by laws, administrative regulations, departmental rules, or the securities regulatory rules of the place where the Company's stock is listed.
Any election or appointment of directors by the Company in violation of the preceding provisions shall be null and void. If a director falls under the circumstances described in this Article during their term of office, the Company shall dismiss them and cease their duties.