Chapter One General Principles
Article 1
To further strengthen the work functions of independent directors, fully leverage their roles, and improve the governance structure of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company"), the Company appoints independent directors and establishes the Independent Director Work System (hereinafter referred to as "this System") in accordance with the "Management Measures for Independent Directors of Listed Companies" issued by the China Securities Regulatory Commission and relevant regulations, as well as the provisions of the "Articles of Association of Kairuide Holdings Co., Ltd." (hereinafter referred to as "the Articles").
Article 2
Independent directors refer to those who do not hold any position other than that of a director 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. Independent directors should independently perform their duties without being influenced by the Company or its major shareholders and actual controllers. The relevant provisions concerning directors in laws, administrative regulations, and the Articles apply to independent directors.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They should earnestly fulfill their responsibilities in accordance with relevant laws, regulations, and the Articles, participate in decision-making, supervise and balance power, provide professional advice, maintain the overall interests of the Company, and protect 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. An accounting professional is defined as a person with a senior accounting title or a certified public accountant qualification.
Article 5
The Company shall establish an audit committee within the board of directors. The members of the audit committee shall be directors who do not hold senior management positions in the Company, with independent directors constituting a majority, and an accounting professional among the independent directors serving as the convener. The Company may establish specialized committees such as nomination, remuneration and assessment, and strategy committees as needed. Independent directors must constitute a majority and serve as conveners in the nomination and remuneration and assessment committees.
Chapter Two Qualifications and Appointment of Independent Directors
Article 6
The Company shall appoint three independent directors, who must meet the following basic conditions:
- Possess qualifications to serve as directors of listed companies according to laws, administrative regulations, and other relevant provisions;
- Meet the independence requirements specified in Article 8 of this System;
- Have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules, and regulations;
- Have at least five years of work experience in law, economics, accounting, or other fields necessary for fulfilling the duties of an independent director;
- Have good personal character and no significant records of dishonesty;
- Meet other conditions stipulated by laws, administrative regulations, the China Securities Regulatory Commission, stock exchange business rules, and the Articles.
Article 7
Independent directors of the Company shall, in principle, serve as independent directors for no more than three domestic listed companies and must ensure they have sufficient time and energy to effectively fulfill their duties as independent directors.