Guoguang Electric Power Co., Ltd.
Rules of Procedure for the Board of Directors
Chapter 1 General Provisions
Article 1 To further improve the corporate governance structure of Guoguang Electric Power Co., Ltd. (hereinafter referred to as the "Company"), standardize the procedures for the board of directors' meetings and decision-making, and ensure that the board makes decisions efficiently, scientifically, and safely, 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 "Administrative Measures for Independent Directors of Listed Companies" (hereinafter referred to as the "Measures"), the "Shenzhen Stock Exchange Main Board Listed Company Self-Regulatory Management Guide No. 1 - Normative Operation of Main Board Listed Companies" (hereinafter referred to as the "Normative Operation"), the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), and other relevant laws, regulations, and the "Articles of Association of Guoguang Electric Power Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 The Board of Directors is the executive and operational decision-making body of the Company and is accountable to the Shareholders' Meeting. The Board of Directors shall perform its duties as stipulated by relevant laws, regulations, and the Articles of Association, ensure that the Company complies with laws, regulations, and the Articles of Association, treat all shareholders fairly, and pay attention to the interests of other stakeholders.
Chapter 2 Directors
Article 3 A natural person shall not serve as a director of the Company if they fall under any of the following circumstances:
(1) Lacking civil capacity or having limited civil capacity;
(2) Having been sentenced to criminal punishment for corruption, bribery, embezzlement, misappropriation of property, or disruption of the socialist market economic order, or having been deprived of political rights, and within five years of the completion of the sentence, or having been granted a suspended sentence, and within two years of the expiration of the probation period;
(3) Serving as a director, factory director, or manager of a company or enterprise undergoing bankruptcy liquidation, and bearing personal responsibility for the bankruptcy of that company or enterprise, and within three years of the completion of the bankruptcy liquidation of that company or enterprise;
(4) Serving as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities, and bearing personal responsibility, and within three years of the revocation of the business license or the order to close that company or enterprise;
(5) Having a large amount of outstanding debt that has become due and has not been repaid, and has been listed by the people's court as a dishonest judgment debtor;
(6) Having been subject to market entry restrictions by the China Securities Regulatory Commission, and the period of restriction has not yet expired;
(7) Having been publicly identified by a stock exchange as unsuitable to serve as a director or senior management personnel of a listed company, and the period of restriction has not yet expired;
(8) Other circumstances stipulated by laws, administrative regulations, or departmental rules.
Elections or appointments of directors in violation of this Article shall be invalid. If a director falls under any of these circumstances during their term of office, the Company shall terminate their position.