Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Tianhai Automotive Electronics Group Co., Ltd. (hereinafter referred to as "the Company"), fully leverage the role of independent directors in corporate governance, ensure independent directors perform their duties independently, objectively, and fairly, and protect the overall interests of the Company and the legitimate rights and interests of minority shareholders, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Code of Corporate Governance for Listed Companies," "Measures for the Administration of Independent Directors of Listed Companies," "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standardized Operations of Main Board Listed Companies," and other relevant laws, administrative regulations, departmental rules, and normative documents, as well as the provisions of the "Articles of Association of Tianhai Automotive Electronics 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 director in the Company and have no direct or indirect interests with the Company and its major shareholders or actual controllers that may affect their independent and objective judgment. Independent directors owe a duty of loyalty and diligence to the Company and all shareholders and shall earnestly perform their duties in accordance with relevant laws and regulations, the Articles of Association, and this system, playing a role in decision-making, supervision, and professional consultation within the board of directors.
Article 3
The special meeting of independent directors (hereinafter referred to as "the Special Meeting") refers to a meeting attended solely by independent directors of the Company, aimed at independently discussing and deliberating specific matters and forming opinions.
Article 4
The Company shall provide necessary working conditions and personnel support for the convening of the Special Meeting to ensure independent directors effectively exercise their powers. The costs incurred shall be borne by the Company.