Chapter 1 General Principles
Article 1
To standardize the behavior of independent directors, fully leverage their role in the governance of Yuanguang Software Co., Ltd. (hereinafter referred to as "the Company"), and promote the improvement of the Company's quality, these measures are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China, the Opinions of the General Office of the State Council on the Reform of the Independent Director System of Listed Companies, the Management Measures for Independent Directors of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standardized Operations of Main Board Listed Companies, the Articles of Association, and other relevant regulations.
Article 2
Independent directors refer to directors who do not hold any positions other than that of a director in the Company and have no direct or indirect interests with the Company, major shareholders, or actual controllers that may affect their independent and objective judgment. Independent directors shall independently perform their duties without being influenced by the Company, major shareholders, or actual controllers.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They shall earnestly perform their duties in accordance with laws, administrative regulations, the regulations of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange, and the Articles of Association, participating in decision-making, supervising, providing professional advice, maintaining the overall interests of the Company, and protecting the legitimate rights and interests of minority shareholders.
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. Candidates nominated as independent directors in the capacity of accounting professionals must possess rich accounting knowledge and experience, and meet at least one of the following conditions: (1) hold a certified public accountant qualification; (2) possess a senior professional title in accounting, auditing, or financial management, or hold an associate professor title or above, or a doctoral degree; (3) have a senior professional title in economic management and at least five years of full-time work experience in accounting, auditing, or financial management. The Company shall establish an audit committee, a nomination committee, and a remuneration and assessment committee within the board of directors. Members of the audit committee must be directors who do not hold senior management positions in the Company, with independent directors constituting the majority, and an accounting professional serving as the convener. Independent directors must also constitute the majority and serve as conveners in the nomination committee and remuneration and assessment committee.