Chapter 1 General Principles
Article 1
To improve the corporate governance structure of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the Company"), promote standardized operations, safeguard the overall interests of the Company, and effectively protect the legitimate rights and interests of all shareholders, especially minority shareholders, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Management Measures for Independent Directors of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "the Independent Director Measures"), the Corporate Governance Guidelines for Listed Companies, the Shenzhen Stock Exchange Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "the Hong Kong Listing Rules"), and other relevant laws, regulations, normative documents, and the Articles of Association of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the 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 interest relationships with the Company and its major shareholders or actual controllers, or any other relationships 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. Independent directors shall diligently perform their duties in accordance with relevant laws, regulations, the securities regulatory rules of the stock exchange where the Company is listed, the Independent Director Measures, and the Articles of Association, participating in decision-making, supervision, and providing professional advice in the board of directors, maintaining the overall interests of the Company and protecting the legitimate rights and interests of minority shareholders. Independent directors shall independently perform their duties without being influenced by the Company, its major shareholders, actual controllers, or other entities or individuals with interests in the Company.
Chapter 2 Qualifications for Independent Directors
Article 4
The independent directors appointed by the Company may serve as independent directors in no more than three domestic listed companies (including the Company) and no more than six companies listed on the Hong Kong Stock Exchange (including the Company), ensuring they have sufficient time and energy to effectively fulfill their duties as independent directors.
Article 5
The Company shall appoint no less than three independent directors in accordance with the securities regulatory rules of the stock exchange where the Company is listed, and they must constitute at least one-third of the total number of directors, including at least one with appropriate professional qualifications or expertise in accounting or related financial management as required by the securities regulatory rules of the stock exchange where the Company is listed. One independent director must reside in Hong Kong. All independent directors must meet the independence requirements stipulated by the securities regulatory rules of the stock exchange where the Company is listed. Candidates nominated as independent directors with accounting professional qualifications must possess extensive accounting knowledge and experience, meeting the requirements for accounting or financial management expertise as stipulated by the securities regulatory rules of the stock exchange where the Company is listed, and must meet at least one of the following conditions:
- Hold a certified public accountant qualification;
- Have a senior professional title in accounting, auditing, or financial management, an associate professor title or above, or a doctoral degree;
- Hold a senior professional title in economic management and have more than five years of full-time work experience in accounting, auditing, or financial management.