China National Materials International Engineering Company Limited Chapter I General Provisions Article 1 In order to further improve the corporate governance structure of China National Materials International Engineering Company Limited (hereinafter referred to as the "Company"), promote the effective performance of independent directors, and give full play to the role of independent directors in the internal governance of the Company, To safeguard the overall interests of the company and effectively protect the legitimate rights and interests of all shareholders of the company from being damaged. In accordance with 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 (hereinafter referred to as the "Securities Law"), the Code of Corporate Governance for Listed Companies, the Administrative Measures for Independent Directors of Listed Companies and other laws and administrative regulations, These Working Rules are formulated in accordance with the relevant provisions of the departmental rules and the Articles of Association of Sinoma International Engineering Co., Ltd. (Hereinafter referred to as the "Articles of Association") and the Working System for Independent Directors of Sinoma International Engineering Co., Ltd. Article 2 The special meeting of independent directors refers to the meeting held by all independent directors of the Company for the purpose of performing the duties of independent directors. Chapter II Convening and Notice of Meetings Article 3 Special meetings of independent directors shall be convened from time to time in accordance with the needs of independent directors in performing their duties. Article 4 The special meeting of independent directors shall be convened and presided over by an independent director jointly elected by more than half of the independent directors. If the convener fails to perform his duties or is unable to perform his duties, two or more independent directors may convene the meeting by themselves and elect an independent director to preside over the meeting. Article 5 a special meeting of independent directors shall be held only when more than half of the independent directors are present. Article 6 In principle, the office of the board of directors shall send the meeting materials and written notice to all independent directors three days before the special meeting of independent directors is held. In case of special emergency, the time for sending the meeting materials and written notice may not be subject to the above time limit for notice, and the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. Article 7 An independent director shall attend the special meeting in person. If he is unable to attend the special meeting in person for any reason, he shall review the meeting materials in advance, form a clear opinion, and entrust another independent director in writing to attend the meeting on his behalf. If necessary, the non-independent directors and senior management of the company and the relevant personnel involved in the topic may attend the special meeting. Article 8 The exercise of the following special functions and powers by an independent director shall be subject to the deliberation of a special meeting of independent directors and the consent of more than half of all independent directors: (1) to independently engage an intermediary agency to audit, consult or verify the specific matters of the company; (2) to propose to the board of directors to convene an interim shareholders' meeting; (3) to propose to convene a meeting of the board of directors. Article 9 The following matters shall not be submitted to the board of directors for deliberation until they have been deliberated at a special meeting of independent directors and agreed by more than half of all independent directors: (1) discloseable related transactions; (2) plans for the alteration or exemption of commitments by the listed company and related parties; (3) decisions made and measures taken by the board of directors of the listed company under takeover for the takeover; (4) Other matters stipulated by laws, administrative regulations, the provisions of the CSRC, the business rules of the Shanghai Stock Exchange and the Articles of Association. Article 10 The special meeting of independent directors may study and discuss other matters of the Company as required. Article 11 The special meeting of independent directors may take the form of on-site meeting, fax, video, telephone and other means of communication according to the circumstances. Article 12 The Company shall provide convenience and support for the convening of special meetings of independent directors. The management and relevant departments shall cooperate with each other, and the expenses required shall be borne by the Company. If an independent director considers that the information required for his performance of his duties is missing, he may request the company to supplement and provide it, and the company shall implement it in accordance with the actual situation. Chapter III Discussion and Voting Procedures Article 13 The voting at the independent directors' meeting shall be one person, one vote, and the non-independent directors present at the meeting shall not have the right to vote. Article 14 Independent directors shall carefully read the relevant meeting materials, independently and prudently express their opinions and exercise their voting rights on the basis of full understanding of the situation, and assume responsibility for their voting results and opinions. Article 15 Independent directors shall express clear independent opinions at special meetings, and the types of opinions include consent, objection and abstention. In case of objection or abstention to the matters deliberated at the special meeting, the specific reasons and basis, the legality and compliance of the matters involved in the proposal, the possible risks and the impact on the rights and interests of the company and minority shareholders shall be stated. Article 16 An independent director shall not entrust another independent director to attend the meeting on his behalf without stating his personal opinions and voting intentions on the matters under discussion. The independent director who attends the special meeting on behalf of the independent director shall exercise the rights of an independent director within the scope of authorization. Chapter IV Resolutions and Minutes of the Meeting Article 17 The resolutions of the special meeting of independent directors shall come into effect after being signed by all independent directors. Article 18 The special meeting of independent directors shall be recorded in writing, and the independent directors present at the meeting and the recorder of the meeting shall sign the minutes of the meeting. The independent directors present at the meeting shall have the right to request that their speeches made at the meeting be recorded in the minutes. Article 19 The minutes of a special meeting of independent directors shall at least include the following contents: (1) the date and place of the meeting and the name of the convener; (2) the names of the persons attending the meeting and the attendance at the meeting on behalf of others; (3) the matters to be considered at the meeting; (4) The voting results of the independent directors on the matters discussed (indicating the number of votes for, against or abstention); (5) Other matters that shall be explained and recorded in the minutes of the meeting. Article 20 The special meeting archives of independent directors, including meeting notices, meeting materials, meeting attendance forms, votes, meeting minutes and meeting resolutions signed and confirmed by the independent directors present at the meeting, shall be kept for a period of ten years. Article 21 The secretary of the board of directors shall, in accordance with the relevant provisions of the Shanghai Stock Exchange, handle the announcement of the resolutions or review opinions of the special meeting of independent directors. Before the disclosure of relevant information, the independent directors, attendees, recorders and service personnel attending the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose the relevant information without authorization. Article 22 When an independent director submits an annual work report to the annual shareholders' meeting of the company to explain his performance of duties, the annual work report shall include the work of the special meeting of independent directors. Chapter V Supplementary Provisions Article 23 These Terms of Reference shall be implemented as of the date of approval by the Board of Directors. Article 24 The term "above" as mentioned in these Working Rules includes this figure. Article 25 Any matters not covered in these Terms of Reference shall be implemented in accordance with the relevant laws, administrative regulations, departmental rules and the Articles of Association of the Company. In case of any conflict with the laws, administrative regulations promulgated by the State in the future or the departmental rules amended through legal procedures or the Articles of Association of the Company, the relevant laws, administrative regulations, departmental rules and the Articles of Association of the Company shall prevail. Article 26 These Terms of Reference shall be interpreted and revised by the Board of Directors of the Company.
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