Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Shanghai Weitai Industrial Automation Co., Ltd. (hereinafter referred to as "the Company"), strengthen the constraints and supervision mechanisms for the board of directors and management, better protect the interests of minority shareholders, and promote the standardized operation of the Company, this system is formulated in accordance with the Company Law of the People's Republic of China, the Administrative Measures for Independent Directors of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the Listing Rules of the Shenzhen Stock Exchange, and other relevant regulations.
Article 2
Independent directors refer to directors who do not hold any position other than that of a director in the Company and have no direct or indirect interests or other relationships that may affect their independent and objective judgment with the Company and its major shareholders or actual controllers. Independent directors shall independently perform their duties without being influenced by the Company and its major shareholders or actual controllers.
Article 3
The provisions of the Company’s Articles of Association regarding directors apply to independent directors, except as otherwise provided in this system.
Chapter 2 Qualifications and Independence of Independent Directors
Article 4
The Company shall have three independent directors, including at least one accounting professional. An accounting professional is defined as a person who holds a certified public accountant qualification or has a senior professional title in accounting, auditing, or financial management, an associate professor or higher title, a doctoral degree, or has a senior professional title in economic management with more than five years of full-time work experience in accounting, auditing, or financial management. The board of directors shall establish four specialized committees: strategy, audit, nomination, and remuneration and assessment committees. All members of the specialized committees shall be composed of directors, with independent directors constituting a majority and serving as conveners in the nomination and remuneration and assessment committees; in the audit committee, independent directors shall constitute a majority, with at least one independent director being an accounting professional and serving as the convener.
Article 5
To serve as an independent director, the following basic conditions must be met:
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Must have the qualifications to serve as a director of a listed company according to laws, administrative regulations, and other relevant provisions;
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Must meet the independence requirements stipulated in the Administrative Measures;
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Must possess basic knowledge of listed company operations and be familiar with relevant laws, administrative regulations, rules, and regulations;
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Must have more than five years of work experience in law, accounting, or economics necessary for performing independent director duties;
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Must have good personal character and no significant records of dishonesty;
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Other conditions stipulated by laws, administrative regulations, the CSRC, securities exchange business rules, and the Company’s Articles of Association.