Chapter One General Principles
Article 1
To promote the standardized operation of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), safeguard the 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, the Management Measures for Independent Directors of Listed Companies, the Corporate Governance Guidelines for Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange, the Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Hong Kong Listing Rules"), and the relevant provisions of the Company's Articles of Association.
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. The meaning of "independent directors" in this system is consistent with that of "independent non-executive directors" in the Hong Kong Listing Rules, and independent directors must also meet the independence requirements of the Hong Kong Listing Rules.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They should earnestly perform their duties in accordance with laws, administrative regulations, normative documents, the securities regulatory rules of the stock listing location, and the Company's 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. Independent directors should perform their duties independently and impartially, free from the influence of major shareholders, actual controllers, or other entities or 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, propose solutions, and resign if necessary.
Article 4
Independent directors may serve as independent directors in a maximum of three domestic listed companies and must ensure they have sufficient time and energy to effectively perform their duties.
Article 5
The number of independent directors shall not be less than three and shall not be less than one-third of the total number of directors. At least one independent director must possess appropriate accounting or related financial management expertise, and at least one independent director must generally reside in Hong Kong. Accounting professionals with expertise and experience must meet at least one of the following conditions: (1) possess a certified public accountant qualification; (2) hold a senior professional title in accounting, auditing, or financial management, an associate professorship or above, or a doctoral degree.
Article 6
If independent directors do not meet the independence conditions or other unsuitable circumstances arise, resulting in the number of independent directors not meeting the requirements of this system, the Company shall supplement the number of independent directors as required.
Article 7
Independent directors should continuously enhance their knowledge of securities laws and regulations and improve their performance capabilities. They may participate in relevant training provided by the securities regulatory authorities of the stock listing location.