Chapter One General Principles
Article 1
To further improve the governance structure of Shenzhen Boke New Materials Co., Ltd. (hereinafter referred to as "the Company") and promote standardized operations, this work 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 Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Hong Kong Listing Rules"), and the provisions of the Articles of Association of Shenzhen Boke New Materials 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 and have no direct or indirect interests or relationships with the Company, its major shareholders, or actual controllers that may affect their independent and objective judgment. The meaning of "independent directors" in this system is consistent with that of "independent non-executive directors" in the Hong Kong Listing Rules, and independent directors must also meet the independence requirements set forth in Article 3.13 of the Hong Kong Listing Rules.
Article 3
Independent directors owe a duty of loyalty and diligence to the Company and all shareholders. They shall earnestly perform their duties in accordance with relevant laws, regulations, and the Articles of Association, participate in decision-making, supervise and balance power, provide professional advice, maintain 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 and shall not be influenced by major shareholders, actual controllers, or other entities or individuals with interests in the Company.
Article 5
Independent directors must ensure they have sufficient time and energy to effectively fulfill their responsibilities. Independent director candidates may serve as independent directors in a maximum of three domestic listed companies (including the Company), and the total number of directorships in any listed companies (including the Company) shall not exceed six.
Article 6
The Company shall have three independent director positions. At least one-third of the board members must be independent directors, and at least one independent director shall reside in Hong Kong.
Article 7
If an independent director fails to meet the independence conditions or other unsuitable circumstances arise, resulting in the number of independent directors falling below the legal or Articles of Association requirements, the Company shall replenish the number of independent directors as required.
Article 8
Independent directors and candidates for independent directors shall participate in training organized by the China Securities Regulatory Commission (CSRC) and its authorized agencies as required.
Chapter Two Qualifications for Independent Directors
Article 9
To serve as an independent director, one must meet the following basic conditions:
- Possess the qualifications to serve as a director of a listed company according to laws, administrative regulations, and the securities regulatory rules of the stock exchange where the company's shares are listed;
- Meet the independence requirements as stipulated in Article 6 of the Management Measures for Independent Directors of Listed Companies and the securities regulatory rules of the stock exchange where the company's shares are listed;
- Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations, rules, and regulations;
- Have at least five years of work experience in law, accounting, economics, or other fields necessary for fulfilling the duties of an independent director;
- Have good personal character and no significant records of dishonesty;
- Meet other conditions stipulated by laws, administrative regulations, the securities regulatory rules of the stock exchange where the company's shares are listed, and the Articles of Association.