Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Yuehai Yongshuntai Group Co., Ltd. (hereinafter referred to as "Yongshuntai" or "the Company"), fully leverage the role of independent directors in corporate governance, protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the Company, these measures are formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Management Measures for Independent Directors of Listed Companies," "Corporate Governance Guidelines for Listed Companies," "Self-Regulatory Guidelines No. 1 for Main Board Listed Companies of the Shenzhen Stock Exchange," and other relevant laws, administrative regulations, normative documents, and the "Articles of Association of Yuehai Yongshuntai Group 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 position other than that of a director in Yongshuntai and have no direct or indirect interest relationship with Yongshuntai and its major shareholders (referring to shareholders holding more than 5% of Yongshuntai's shares, or those holding less than 5% but having a significant influence on Yongshuntai) or actual controllers, or other relationships that may affect their independent and objective judgment. Independent directors shall independently perform their duties without being influenced by Yongshuntai and its major shareholders or actual controllers.
Article 3
Independent directors owe a duty of loyalty and diligence to Yongshuntai 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 (hereinafter referred to as "SZSE"), and the provisions of the Articles of Association, participating in decision-making, supervising, and providing professional advice in the board of directors, maintaining the overall interests of Yongshuntai, and protecting the legitimate rights and interests of minority shareholders.
Article 4
Yongshuntai shall set up independent directors according to the Articles of Association, with independent directors accounting for no less than one-third of the board members, including at least one accounting professional. The board of directors of Yongshuntai shall establish specialized committees such as the Audit Committee, Strategic Committee, Nomination Committee, and Remuneration and Assessment Committee. Members of the Audit Committee shall be directors who do not hold senior management positions in Yongshuntai, with independent directors constituting a majority, and an accounting professional among the independent directors serving as the convener. The Nomination Committee and Remuneration and Assessment Committee shall have a majority of independent directors, with an independent director serving as the convener.
Chapter 2 Qualifications for Independent Directors
Article 5
To serve as an independent director, one must meet the following conditions:
- Qualify to serve as a director of a listed company according to laws, administrative regulations, and other relevant provisions;
- Meet the independence requirements specified in Article 6 of these measures;
- Possess 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 performing the duties of an independent director;
- Have good personal character and no significant records of dishonesty;
- Meet other conditions stipulated by laws, administrative regulations, the CSRC, SZSE business rules, and the Articles of Association.