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's work, 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 Shenzhen Stock Exchange Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "the Hong Kong Listing Rules"), 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 the 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 period of more than 5 years since the end of the sentence, or if under probation, not exceeding 2 years from the end of the probation period;
- Serving as a director or manager of a company or enterprise undergoing bankruptcy liquidation, personally responsible for the bankruptcy, and not exceeding 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- Serving as the legal representative of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities, and personally responsible, not exceeding 3 years from the revocation or closure;
- Being listed as a dishonest person subject to enforcement by the people's court due to failure to repay significant debts;
- Subject to market entry bans by the China Securities Regulatory Commission, with the period not yet expired;
- Publicly recognized by the stock exchange where the Company's shares are listed as unsuitable to serve as a director or senior management personnel, with the period not yet expired;
- Other circumstances stipulated by laws, administrative regulations, departmental rules, or the stock exchange where the Company's shares are listed.
If a director is elected or appointed in violation of this article, such election, appointment, or employment shall be invalid. If a director encounters any of the above circumstances during their term, the Company shall terminate their position and cease their duties. If a director or senior management personnel encounters circumstances listed in items (1) to (6) of the first paragraph during their term, or if an independent director fails to meet independence criteria, the relevant director or senior management personnel shall immediately cease their duties, and the Company shall terminate their position according to relevant regulations. If a director or senior management personnel encounters circumstances listed in items (7) or (8) during their term, the Company shall terminate their position within thirty days from the occurrence of such fact. If a relevant director is to be terminated but has not yet been terminated, their votes in board meetings and specialized committee meetings shall be deemed invalid.
Article 4
Employee representatives on the board shall be democratically elected by the Company's employees through employee representative assemblies, employee meetings, or other forms, without the need for submission to the shareholders' meeting for review.