Chapter 1 General Principles
Article 1
To further improve the governance structure of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Company"), promote standardized operations, safeguard the overall interests of the Company, and protect the legitimate rights and interests of all shareholders, especially minority shareholders, 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 Management Measures for Independent Directors of Listed Companies (hereinafter referred to as "the Independent Director Management Measures"), the Corporate Governance Guidelines for Listed Companies, and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
Independent directors refer to directors who do not hold any other positions 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 shall 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 shall earnestly perform their duties in accordance with laws, administrative regulations, the rules of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange, and the provisions of the Articles of Association, participating in decision-making, supervision, and providing professional advice in the board of directors to maintain the overall interests of the Company and protect the legitimate rights and interests of minority shareholders. If they find that the matters under review affect their independence, they shall declare this to the Company and recuse themselves. If there are significant circumstances affecting their independence during their term, they shall promptly notify the Company and propose solutions, and if necessary, resign.
Article 4
Independent directors may serve as independent directors in no more than three domestic listed companies and must ensure they have sufficient time and energy to effectively perform their duties.
Article 5
The Company shall appoint independent directors, and the proportion of independent directors in the board of directors shall not be less than one-third, including at least one accounting professional. The Company shall establish an audit committee within the board of directors. The members of the audit committee shall be directors who do not hold senior management positions in the Company, with independent directors constituting a majority, and the convener shall be an independent director with accounting expertise. The Company may establish specialized committees such as nomination, remuneration and assessment, and strategy committees as needed. Independent directors shall constitute a majority and serve as conveners in the nomination and remuneration and assessment committees.
Article 6
If independent directors do not meet the independence criteria or other conditions unsuitable for performing independent director duties, resulting in the number of independent directors falling below the requirements of laws, regulations, normative documents, and the Articles of Association, the Company shall supplement the number of independent directors as required.
Article 7
Independent directors shall continuously enhance their knowledge of securities laws and regulations and improve their performance capabilities. Independent directors shall participate in relevant training provided by the CSRC, the Shenzhen Stock Exchange, and the China Association of Public Companies in accordance with relevant regulations.