Chapter One General Principles
Article 1
To further improve the governance structure of Xinhaiyi Technology Group Co., Ltd. (hereinafter referred to as "the Company"), strengthen the constraints and supervision of the board of directors and management, better protect the interests of minority shareholders and stakeholders, 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 (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Administrative Measures for Independent Directors of Listed Companies, and other laws, regulations, normative documents, and the Articles of Association of Xinhaiyi Technology Group Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
Independent directors refer to those who do not hold any position other than 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.
Article 3
Independent directors shall independently perform their duties and shall not be influenced by the Company, its major shareholders, or actual controllers.
Article 4
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They shall perform their duties in accordance with laws, administrative regulations, the rules of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and the provisions of the Articles of Association, actively 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.
Article 5
The Company shall provide necessary guarantees for independent directors to perform their duties in accordance with the law.
Article 6
The proportion of independent directors in the board of directors shall not be less than one-third, and shall include at least one accounting professional.
Article 7
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 shall serve as the convener. The Company may establish specialized committees such as nomination, remuneration and assessment, and strategy committees as needed. Independent directors shall constitute a majority and serve as conveners in the nomination and remuneration committees.
Article 8
Independent directors and candidates for independent directors shall participate in training organized by the CSRC and its authorized agencies and obtain the corresponding qualification certificates as required by the CSRC.
Article 9
Independent directors shall, in principle, serve as independent directors in no more than three domestic companies and shall ensure they have sufficient time and energy to effectively perform their duties. Candidates for independent directors shall disclose their positions in domestic listed companies to the Company's board of directors before being nominated.
Article 10
The relevant materials provided by independent directors shall be guaranteed by themselves for authenticity.
Chapter Two Qualifications of Independent Directors
Article 11
Independent directors must maintain independence. The following personnel shall not serve as independent directors:
- Personnel 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, along with their spouses, parents, and children;
- Personnel who hold positions in shareholders directly or indirectly holding more than 5% of the Company's issued shares or among the top five shareholders, along with their spouses, parents, and children;
- Personnel who hold positions in subsidiaries of the Company's controlling shareholde