Chapter 1 General Principles
Article 1
To further improve the corporate governance structure and promote the standardized operation of Hongrun Construction Group Co., Ltd. (hereinafter referred to as "the Company"), and to fully leverage the role of independent directors in corporate governance, this system is formulated based on the relevant provisions of 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, the Code of Corporate Governance for Listed Companies, the Administrative Measures for Independent Directors of Listed Companies (hereinafter referred to as "the Independent Director Management Measures"), the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standardized Operation of Main Board Listed Companies, and the Articles of Association of Hongrun Construction Group Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
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 interest relationship with the Company, its major shareholders, or actual controllers that may affect their independent and objective judgment. Independent directors should independently perform their duties without being influenced by the Company, its major shareholders, or actual controllers.
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 the requirements of laws, administrative regulations, the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange, and the Articles of Association, participating in decision-making, supervising, and providing professional advice in the board of directors to maintain the overall interests of the Company and protect the legitimate rights and interests of minority shareholders.
Article 4
The Company shall have three independent directors, including one accounting professional. The board of directors shall set up specialized committees such as strategy, remuneration and assessment, audit, and nomination committees. The audit committee members shall be directors who do not hold senior management positions in the Company, with independent directors constituting the majority, and the accounting professional among the independent directors shall serve as the convener. The independent directors shall also constitute the majority and serve as conveners in the strategy, nomination, and remuneration and assessment committees.