Chapter 1 General Principles
Article 1
To further improve the governance structure of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Company"), promote standardized operations, and create a favorable working environment for independent directors, 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 Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Guidelines for the Governance of Listed Companies, the Guidelines for Articles of Association of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Main Board Listed Companies, the Management Measures for Independent Directors of Listed Companies (hereinafter referred to as "the Independent Director Measures"), and the Articles of Association of Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Articles of Association"), as well as relevant national laws, regulations, and normative documents.
Article 2
Independent directors refer to directors who do not hold any other positions in the listed company, and who have no direct or indirect interests with the company, its major shareholders, or actual controllers that may affect their independent and objective judgment.
Article 3
Independent directors owe a duty of integrity and diligence to the company and all shareholders. They should earnestly perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the business rules of the stock exchange, and the Articles of Association, participating in decision-making, supervision, and providing professional advice to maintain the overall interests of the company and protect the legitimate rights and interests of minority shareholders.
Article 4
Independent directors should perform their duties independently and impartially, free from the influence of major shareholders, actual controllers, or other entities and individuals with interests in the company. If they find that the matters under review affect their independence, they should declare this to the company and recuse themselves. If significant circumstances affecting their independence arise during their term, they should promptly notify the company and propose solutions, and if necessary, resign.
Article 5
As members of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and should prudently perform the following duties:
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Participate in board decision-making and express clear opinions on the matters discussed;
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Supervise potential significant conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior management, protecting the legitimate rights and interests of minority shareholders;
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Provide professional and objective advice for the company's operational development, promoting the improvement of the board's decision-making level;
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Other duties as stipulated by laws, administrative regulations, the China Securities Regulatory Commission, the Articles of Association, and this system.
Article 6
The board of directors should include no less than one-third independent directors, including at least one accounting professional. Independent director candidates nominated as accounting professionals should possess rich accounting knowledge and experience, meeting at least one of the following conditions:
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Hold a certified public accountant qualification;
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Have a senior professional title in accounting, auditing, or financial management, an associate professor title or above, or a doctoral degree;
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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.
The number of independent directors in the board's remuneration and assessment committee, audit committee, and nomination committee should constitute a majority and serve as conveners.