Chapter 1 General Principles
Article 1
To clarify the responsibilities and powers of the Board of Directors of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the Company"), standardize the organization and behavior of the Board, and ensure the efficiency and scientific decision-making of the Board, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and the Articles of Association of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Board of Directors is a permanent institution of the Company, responsible to the shareholders' meeting, executing resolutions of the shareholders' meeting, safeguarding the interests of the Company and all shareholders, and making decisions on the Company's development goals and major business activities.
Chapter 2 Directors
Article 3
Directors of the Company must be natural persons and cannot serve as directors under the following circumstances:
- Lack of civil capacity or limited civil capacity;
- Convicted of corruption, bribery, embezzlement, misappropriation of property, or disrupting the socialist market economy, and sentenced to punishment, or deprived of political rights due to crime, with a probation period not exceeding 5 years, or declared on probation with a probation period not exceeding 2 years after the probation period ends;
- Serving as a director, factory manager, or general manager of a company or enterprise undergoing bankruptcy liquidation, personally responsible for the bankruptcy, within 3 years from the completion of the bankruptcy liquidation;
- Serving as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities, and personally responsible, within 3 years from the revocation or closure;
- Being listed as a dishonest person subject to enforcement by the people's court due to large debts that have not been settled;
- Subject to securities market entry restrictions imposed by the China Securities Regulatory Commission, with the period not yet expired;
- Publicly identified by the stock exchange as unsuitable to serve as a director or senior management of a listed company, with the period not yet expired;
- Other circumstances as stipulated by laws, administrative regulations, or departmental rules.
Elections or appointments of directors in violation of this article are invalid. If a director encounters any of the above circumstances during their term, the Company will terminate their position and suspend their duties. If a director or senior management encounters circumstances listed in items (1) to (6) of the first paragraph, or if an independent director fails to meet independence criteria, the relevant director or senior management must immediately cease their duties, and the Company will terminate their position according to relevant regulations. If a director or senior management encounters circumstances listed in items (7) or (8) during their term, the Company must terminate their position within thirty days from the occurrence of the fact. If a relevant director has not been terminated but participates in meetings of the Board of Directors or its special committees, or independent director meetings and votes, their votes will be deemed invalid.
Article 4
Employee representatives on the Board of Directors are elected by the Company's employees through democratic means such as employee representative assemblies or employee meetings, without the need for submission to the shareholders' meeting for review.
Article 5
Directors are elected or replaced by the shareholders' meeting and may be removed by the shareholders' meeting before the expiration of their term, which is three years. Directors may be re-elected upon the expiration of their term. The term of a director is calculated from the date of their appointment until the expiration of the current Board's term. If the re-election of directors is not timely conducted before the newly elected directors assume office, the original directors shall continue to perform their duties in accordance with laws, administrative regulations, departmental rules, and the Articles of Association. The appointment date of a director is the date the shareholders' meeting resolution is passed.