Chapter 1 General Principles
Article 1
To improve the governance structure of Lens Technology Co., Ltd. (hereinafter referred to as "the Company"), standardize the Company's operations and the behavior of independent directors, fully leverage the role of independent directors in corporate governance, promote the enhancement of company quality, better safeguard the overall interests of the Company, and protect the legitimate rights and interests of all shareholders, especially minority shareholders, 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, the Management Measures for Independent Directors of Listed Companies, the Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange (hereinafter referred to as "the GEM Listing Rules"), the Securities Listing Rules of the Hong Kong Stock Exchange (hereinafter referred to as "the Hong Kong Listing Rules"), and other relevant laws, regulations, normative documents, and the Articles of Association of Lens Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
Independent directors, also known as independent non-executive directors, refer to directors who do not hold any other positions in the Company apart from being a director and have no direct or indirect interests with the Company or its major shareholders and actual controllers that may affect their independent and objective judgment.
Article 3
At least one-third (including one-third) of the members of the Company's board of directors must be independent directors, including at least one accounting professional who meets the qualifications required by Article 3.10 of the Hong Kong Listing Rules. The Company's board of directors shall establish specialized committees, including an audit committee, nomination committee, strategic and sustainable development (ESG) committee, and remuneration and assessment committee, all composed of directors. Among them, the audit committee, nomination committee, and remuneration and assessment committee must have a majority of independent directors, with an independent director serving as the convener. Members of the audit committee must be directors who do not hold senior management positions in the listed company, and the convener must be an independent director with accounting expertise.