Chapter 1 General Principles
Article 1
To standardize the behavior of independent directors of Beijing Vito Electric Co., Ltd. (hereinafter referred to as "the Company"), fully leverage their role in corporate governance, and promote the improvement of company quality, this system is formulated based on the relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Guidelines for Corporate Governance of Listed Companies, the Management Measures for Independent Directors of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange, and the Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange, as well as the Articles of Association of Beijing Vito Electric Co., Ltd. (hereinafter referred to as "Articles of Association").
Article 2
Independent directors refer to directors who do not hold any other positions in the Company apart from being a director 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 major shareholders, actual controllers, or other entities or individuals with interests in the Company.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They should earnestly fulfill their responsibilities according to laws, administrative regulations, the China Securities Regulatory Commission's regulations, the business rules of the Shenzhen Stock Exchange, and the Articles of Association, participating in decision-making, supervision, and providing professional advice in the board of directors, safeguarding the overall interests of the Company, particularly ensuring that the legitimate rights and interests of minority shareholders are not harmed.
Article 4
The proportion of independent directors on the board of directors shall not be less than one-third and must include at least one accounting professional.
Chapter 2 Qualifications of Independent Directors
Article 5
To serve as an independent director of the Company, one must meet the following basic conditions:
- Qualify to serve as a director of a listed company according to laws, administrative regulations, and other relevant provisions;
- Meet independence requirements;
- Possess basic knowledge of listed company operations and be familiar with relevant laws, administrative regulations, rules, and regulations;
- Have at least five years of work experience in law, accounting, or economics necessary for performing independent director duties;
- Have good personal character with no significant records of dishonesty;
- Other conditions stipulated by laws, administrative regulations, the China Securities Regulatory Commission, the business rules of the Shenzhen Stock Exchange, and the Articles of Association.
Article 6
Independent directors must maintain their independence. The following individuals may not serve as independent directors of the Company:
- Individuals and their spouses, parents, children, and major social relations who hold positions in the Company or its subsidiaries;
- 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 spouses, parents, and children;
- 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 shareholders and their spouses, parents, and children;
- Individuals who hold positions in subsidiaries of the Company's controlling shareholders or actual controllers and their spouses, parents, and children;
- Individuals who have significant business dealings with the Company and its controlling shareholders, actual controllers, or their respective subsidiaries, or hold positions in units with significant business dealings;
- Individuals providing 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 institutions providi