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"), enhance the level of standardized operations, fully leverage the role of independent directors in corporate governance, and protect the legitimate rights and interests of the Company and its shareholders, especially minority shareholders, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Administrative Measures for Independent Directors of Listed Companies," "Shenzhen Stock Exchange GEM Listing Rules," "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of GEM Listed Companies," and relevant provisions of the "Articles of Association of Suzhou Kede Education Technology Co., Ltd." (hereinafter referred to as "the Articles of Association").
Article 2
Independent directors refer to directors who do not hold any other positions in the Company apart from independent director 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 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, and the provisions of the Articles of Association, actively participating in decision-making, supervision, and providing professional advice to safeguard the overall interests of the Company and protect the legitimate rights and interests of minority shareholders.
Article 4
Independent directors shall independently perform their duties without being influenced by the Company, its major shareholders, or actual controllers.
Article 5
The independent director special meeting refers to a meeting convened exclusively by independent directors to fulfill their responsibilities.