Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Maysun Culture Creative Co., Ltd. (hereinafter referred to as "the Company"), enhance the scientific nature of the board's decision-making, strengthen the constraints and supervision mechanisms over internal directors and management, protect the interests of minority shareholders and creditors, and promote the Company's standardized operations, this Independent Director System is formulated in accordance with the "Administrative Measures for Independent Directors of Listed Companies" (hereinafter referred to as "Independent Director Measures"), "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 1 - Standardized Operations of Main Board Listed Companies" (hereinafter referred to as "Standardized Operations"), "Shenzhen Stock Exchange Listing Rules," and other relevant regulations.
Article 2
An independent director refers to a director who does not hold any other position in the Company and has 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 owe a duty of loyalty and diligence to the Company and all shareholders. They must fulfill their responsibilities in accordance with laws, administrative regulations, the Independent Director Measures, Standardized Operations, and the Company's Articles of Association, participating in decision-making, supervision, and providing professional advice in the board, maintaining the overall interests of the Company and protecting the legitimate rights and interests of minority shareholders. Independent directors may serve as independent directors in no more than three domestic listed companies and must ensure they have sufficient time and energy to effectively perform their duties.
Article 4
The number of independent directors on the board shall not be less than one-third of the total number of directors, including at least one accounting professional (an accounting professional is defined as someone with qualifications as a certified public accountant, senior accountant, or associate professor in accounting or above).
Article 5
In the remuneration and assessment committee and nomination committee established under the board, independent directors must constitute a majority and serve as conveners. The audit committee members must be directors who do not hold senior management positions in the Company, with independent directors constituting a majority, and an accounting professional serving as the convener.
Chapter 2 Qualifications and Independence of Independent Directors
Article 6
Independent directors must meet the qualifications appropriate to their powers and must satisfy the following basic conditions:
- They must have the qualifications to serve as directors according to laws, administrative regulations, and other relevant provisions;
- They must possess the independence required by this system;
- They must have basic knowledge of the operations of listed companies and be familiar with relevant laws, administrative regulations, rules, and regulations;
- They must have at least five years of work experience in law, accounting, economics, or other fields necessary for fulfilling the duties of an independent director;
- They must have good personal integrity and no significant records of dishonesty;
- Other conditions stipulated by laws, administrative regulations, normative documents, and the Company's Articles of Association.