Chapter 1 General Principles
Article 1
To further improve the corporate governance structure of Xi'an Pairui Power Semiconductor Conversion Technology Co., Ltd. (hereinafter referred to as "the Company"), promote standardized operations, ensure independent directors exercise their powers in accordance with the law, and effectively protect the legitimate rights and interests of investors, 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 Administrative Measures for Independent Directors of Listed Companies, the Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of Growth Enterprise Market Listed Companies, and the Articles of Association of Xi'an Pairui Power Semiconductor Conversion Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
Independent directors refer to directors who do not hold any position other than that of a director 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 shall independently perform their duties without being influenced by the Company and its major shareholders or actual controllers. Independent directors owe a duty of loyalty and diligence to the Company and all shareholders and shall earnestly perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the business rules of the stock exchange, and the Articles of Association, playing a role in decision-making, supervision, and professional consultation in the board of directors, maintaining the overall interests of the Company and protecting the legitimate rights and interests of minority shareholders.
Article 3
The proportion of independent directors in the board of directors shall not be less than one-third, and there must be at least one accounting professional. Members of the audit committee of the board of directors shall be directors who do not hold senior management positions in the Company, with independent directors constituting a majority, and an accounting professional among the independent directors shall serve as the convener (chairman). The nomination committee and the remuneration and assessment committee shall have a majority of independent directors and be chaired by an independent director.
Article 4
Independent directors and those proposed to serve as independent directors shall participate in training as required by regulatory authorities, continuously enhance their knowledge of securities laws and regulations, and improve their ability to perform their duties.
Chapter 2 Qualifications for Independent Directors
Article 5
To serve as an independent director, one must meet the following basic conditions:
- Possess the qualifications to serve as a director of the Company according to laws, administrative regulations, and other relevant provisions;
- Meet the independence requirements specified in Article 6 of this system;
- Have basic knowledge of the Company's operations and be familiar with relevant laws, administrative regulations, rules, and regulations;
- Have at least five years of work experience in law, accounting, economics, or other fields necessary for performing 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 CSRC, the business rules of the stock exchange, and the Articles of Association.