Chapter 1 General Principles
Article 1
To further improve the governance structure of China National Machinery Industry Corporation and promote standardized operations, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Management Measures for Independent Directors of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, and other relevant laws, regulations, normative documents, and the company's articles of association.
Article 2
Independent directors refer to directors who do not hold any position other than that of a director in the company and have no direct or indirect interests or relationships with the company, its major shareholders, or actual controllers that may affect their independent and objective judgment.
Article 3
Independent directors owe a duty of loyalty and diligence to the company and all shareholders. They should earnestly perform their duties in accordance with laws, administrative regulations, the China Securities Regulatory Commission's provisions, the business rules of the stock exchange, and the company's articles of association, participating in decision-making, supervising, providing professional advice, maintaining the overall interests of the company, and protecting the legitimate rights and interests of minority shareholders.
Article 4
The number of independent directors is stipulated in the company's articles of association, and at least one-third of the board members must be independent directors, including at least one accounting professional.
Chapter 2 Qualifications for Independent Directors
Article 5
Independent directors appointed by the company should, in principle, serve as independent directors in no more than three domestic listed companies, ensuring they have sufficient time and energy to effectively perform their duties. They must meet the following qualifications and requirements:
- Possess qualifications to serve as directors of listed companies according to laws, administrative regulations, and other relevant provisions;
- Meet independence requirements;
- Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations, and rules;
- Have at least five years of work experience in law, accounting, economics, or other fields necessary for performing independent director duties;
- Have good character and no significant records of dishonesty;
- Comply with relevant provisions of the Civil Servant Law of the People's Republic of China (if applicable);
- Comply with relevant provisions of the Central Commission for Discipline Inspection of the Communist Party of China regarding the regulation of senior officials' post-retirement roles in listed companies and fund management companies (if applicable);
- Comply with relevant provisions of the Organization Department of the Central Committee of the Communist Party of China regarding the regulation of party and government leaders' concurrent positions in enterprises (if applicable);
- Comply with relevant provisions of the Central Commission for Discipline Inspection, the Ministry of Education, and the Ministry of Supervision regarding strengthening anti-corruption construction in higher education institutions (if applicable);
- Meet other conditions stipulated by laws, administrative regulations, the China Securities Regulatory Commission, the business rules of the stock exchange, and the company's articles of association.