中孚信息: 中孚信息独立董事工作制度（2025年7月）

Core Points - The document outlines the independent director system of Zhongfu Information Co., Ltd, aiming to ensure the company's compliance, protect shareholder rights, especially those of minority shareholders, and promote sustainable development [1][2][3] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles independently without influence from major shareholders or actual controllers [1][2] Group 2: Appointment and Qualifications - The company will have three independent directors, including at least one accounting professional, and independent directors can serve on a maximum of three domestic listed companies [2][3] - Candidates for independent directors must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [2][3][4] Group 3: Independence Requirements - Individuals with certain relationships or interests, such as those employed by the company or holding significant shares, are prohibited from serving as independent directors [4][5] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [5][6] Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8] - They have special powers, including the ability to hire external consultants and propose meetings to address significant issues [7][8] Group 5: Performance and Reporting - Independent directors must attend a minimum of 15 days of on-site work annually and submit an annual report detailing their activities and interactions with shareholders [9][10] - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [11][12] Group 6: Compensation and Compliance - The company is responsible for covering the costs incurred by independent directors while performing their duties, and they are entitled to a reasonable allowance [12][13] - The independent director system will take effect upon approval by the company's shareholders [13]