Chapter 1 General Principles
Article 1
To further improve the governance structure of Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Company"), and to promote standardized operations, 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 Guidelines for the Governance of Listed Companies, the Self-Regulatory Guidelines No. 2 for the Standardized Operation of GEM Listed Companies by the Shenzhen Stock Exchange, and the Management Measures for Independent Directors of Listed Companies, as well as relevant laws, regulations, normative documents, and the Articles of Association of Suzhou Kede Education Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Chapter 2 General Provisions
Article 2
Independent directors refer to directors who do not hold any other positions 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 major shareholders, actual controllers, or any entities or individuals with interests related to the Company and its major shareholders or actual controllers.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They should diligently 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 stock exchange, and the provisions of the Articles of Association, participating in decision-making, supervision, and providing professional advice in the board of directors to safeguard the overall interests of the Company, particularly focusing on protecting the legitimate rights and interests of minority shareholders.
Article 4
Independent directors appointed by the Company may concurrently serve as independent directors in a maximum of three domestic listed companies, ensuring they have sufficient time and energy to effectively fulfill their responsibilities as independent directors.
Article 5
The board of directors should have more than one-third independent directors, including at least one accounting professional. An accounting professional is defined as a person with extensive accounting knowledge and experience who meets at least one of the following criteria:
- Holds a certified public accountant qualification;
- Has a senior professional title in accounting, auditing, or financial management, an associate professor title or above, or a doctoral degree;
- Holds a senior professional title in economic management and has more than five years of full-time work experience in accounting, auditing, or financial management;
- Meets other conditions stipulated by the CSRC or the Shenzhen Stock Exchange.
Article 6
If an independent director fails to meet the independence criteria or other conditions unsuitable for performing independent duties, resulting in a number of independent directors not meeting the requirements of this system, the Company shall supplement the number of independent directors as required. Independent directors and candidates for independent directors must participate in training organized by the CSRC and the Shenzhen Stock Exchange as required.
Article 7
The board of directors shall establish specialized committees, including the Strategy and Development Committee, Audit Committee, Nomination Committee, and Remuneration and Assessment Committee, all composed of directors. The Audit Committee, Nomination Committee, and Remuneration and Assessment Committee must have a majority of independent directors, with independent directors serving as conveners. Members of the Audit Committee should be directors who do not hold senior management positions in the listed company, with an independent director who is an accounting professional serving as the convener.