Chapter 1 General Provisions
Article 1 To further improve the corporate governance structure of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), effectively protect the interests of all shareholders, especially small and medium shareholders and stakeholders, and promote the standardized operation of the Company, this Work System is formulated in accordance with the "Company Law of the People's Republic of China," the "Administrative Measures for Independent Directors of Listed Companies," the "Code of Corporate Governance for Listed Companies," the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules"), and other relevant laws, regulations, normative documents, and the "Articles of Association of Kunlun Tech Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation.
Article 2 Independent directors are directors who do not hold any positions in the Company other than director, and who have no direct or indirect interest relationship with the Company and its major shareholders or actual controllers, or other relationships that may affect their independent and objective judgment. The meaning of independent director in this System is consistent with that of independent non-executive director in the "Hong Kong Listing Rules," and independent directors must also meet the independence requirements of the "Hong Kong Listing Rules." Independent directors shall perform their duties independently and shall not be influenced by the Company, its major shareholders, actual controllers, or any other entities or individuals.
Article 3 Independent directors shall owe loyalty and diligence to the Company and all shareholders. They shall perform their duties diligently in accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the securities regulatory rules of the Company's stock listing place, and the "Articles of Association." They shall play a role in decision-making, supervision and checks and balances, and professional consultation within the Board of Directors, safeguarding the overall interests of the Company and protecting the legitimate rights and interests of small and medium shareholders.
Chapter 2 Qualifications and Appointment/Removal
Article 4 The proportion of independent directors on the Company's Board of Directors shall not be less than one-third, including at least one accounting professional who possesses the appropriate professional qualifications or expertise in accounting or related financial management as required by the "Hong Kong Listing Rules." Unless specifically exempted, at least one independent director shall normally reside in Hong Kong. The Company's Board of Directors shall establish an Audit Committee, a Nomination Committee, and a Remuneration and Assessment Committee. The majority of members of the Audit Committee, Remuneration and Assessment Committee, and Nomination Committee shall be independent directors, and the convener shall be an independent director. The members of the Audit Committee shall be directors who do not hold senior management positions in the Company, and the convener shall be an accounting professional.