Independent Director System of Jiuzhitang Co., Ltd.
(Reviewed and approved at the 12th meeting of the 3rd Board of Directors on March 1, 2007; Revised at the 11th meeting of the 8th Board of Directors on August 29, 2022; Revised at the 19th meeting of the 8th Board of Directors on April 23, 2024; Amended at the 13th meeting of the 9th Board of Directors on March 25, 2026)
Chapter 1 General Provisions
Article 1 To further improve the governance structure of Jiuzhitang Co., Ltd. (hereinafter referred to as the "Company"), fully leverage the role of independent directors in corporate governance, promote the Company's standardized operations, and effectively protect the interests of minority shareholders, this System is formulated in accordance with the "Company Law of the People's Republic of China," the "Administrative Measures for Independent Directors of Listed Companies," the "Shenzhen Stock Exchange Stock Listing Rules," and other laws, regulations, normative documents, and the Company's Articles of Association, taking into account the Company's actual situation.
Article 2 Independent directors refer to directors who do not hold any other positions in the Company besides their directorship and have no direct or indirect interest relationship with the Company and its major shareholders or actual controllers, or other relationships that may affect their independent and objective judgment.
Independent directors shall perform their duties independently and shall not be influenced by the Company, its major shareholders, actual controllers, or any other entities or individuals.
Article 3 Independent directors shall owe loyalty and diligence to the Company and all shareholders. They shall, in accordance with laws, administrative regulations, regulations of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), business rules of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), and the Company's Articles of Association, diligently perform their duties, participate in decision-making, provide supervision and checks and balances, offer professional advice within the Board of Directors, safeguard the overall interests of the Company, and protect the legitimate rights and interests of minority shareholders.
Article 4 Independent directors shall account for no less than one-third of the members of the Company's Board of Directors, and at least one of them shall be a professional accountant.
Article 5 The Company's Board of Directors shall establish specialized committees such as the Strategy Committee, Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee. All specialized committees shall be composed of directors. Independent directors shall constitute more than half of the members of the Nomination Committee and the Remuneration and Appraisal Committee, and shall serve as conveners. The Audit Committee shall be composed of directors who do not hold senior management positions in the Company, with independent directors constituting more than half of its members, and shall be convened by a professional accountant among the independent directors.
Chapter 2 Qualification Requirements
Article 6 Independent directors must maintain independence. The following individuals are not permitted to serve as independent directors:
(1) Personnel employed by the Company or its affiliated enterprises, and their spouses, parents, children, and major social relations;
(2) Natural persons who directly or indirectly hold more than 1% of the Company's issued shares, or are among the top ten shareholders of the Company, and their spouses, parents, and children;
(3) Personnel employed by shareholders who directly or indirectly hold more than 5% of the Company's issued shares, or by the top five shareholders of the Company, and their spouses, parents, and children;
(4) Personnel employed by the affiliated enterprises of the Company's controlling shareholder or actual controller, and their spouses, parents, and children;
(5) Personnel who have significant business dealings with the Company, its controlling shareholder, or its actual controller, or their respective affiliated enterprises, or who are employed by entities with significant business dealings with the Company, its controlling shareholder, or its actual controller;