Chapter 1 General Principles
Article 1
To further improve the corporate governance structure, enhance the board's composition, strengthen the constraints and supervision mechanisms over non-independent directors and management, protect the interests of minority shareholders and stakeholders, and promote the company's standardized operations, this work system is formulated 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"), and other laws, regulations, normative documents, and the Articles of Association of Guangdong Jushen Logistics 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 interests with the company, its major shareholders, or actual controllers that may affect their independent and objective judgment. Independent directors should independently perform their duties without being influenced by the company, its major shareholders, or actual controllers.
Article 3
Independent directors owe a duty of loyalty and diligence to the company and all shareholders. They should diligently fulfill their responsibilities according to laws, administrative regulations, the rules of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the stock exchange, 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.
Article 4
Independent directors may serve as independent directors in a maximum of three domestic listed companies and must ensure they have sufficient time and energy to effectively fulfill their responsibilities as independent directors.
Chapter 2 Qualifications for Office
Article 5
To serve as an independent director, one must meet the following conditions:
- Possess the qualifications to serve as a director of a listed company according to laws, administrative regulations, and other relevant provisions;
- Meet the independence requirements stipulated in the Management Measures for Independent Directors of Listed Companies;
- Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations, and rules;
- Have at least five years of work experience in law, accounting, or economics necessary for fulfilling the duties of an independent director;
- Have good personal integrity and no significant records of dishonesty;
- Meet other conditions stipulated by laws, administrative regulations, the CSRC, the business rules of the stock exchange, and the Articles of Association.
Independent directors and those intending to serve as independent directors must participate in training organized by the CSRC and its authorized agencies as required.
Article 6
Independent directors must possess independence, and the following individuals may not serve as independent directors:
- Individuals and their immediate family members or major social relationships who hold positions in the company or its subsidiaries (immediate family members refer to spouses, parents, children, etc.; major social relationships refer to siblings, parents-in-law, sons-in-law, daughters-in-law, spouses of siblings, and siblings of spouses, etc.);
- Individuals who directly or indirectly hold more than 1% of the company's issued shares or are natural person shareholders among the top ten shareholders and their immediate family members;
- Individuals who hold positions in shareholder units that directly or indirectly hold more than 5% of the company's issued shares or are among the top five shareholder units and their immediate family members;
- Individuals who hold positions in the company's controlling shareholders, actual controllers, and their subsidiaries and their immediate family members;
- Individuals who provide financial, legal, consulting, or other services to the company and its controlling shareholders, actual controllers, or their respective subsidiaries, including but not limited to all personnel of intermediary agencies providi