朗科科技: 独立董事制度（2025年7月）

Core Points - The article outlines the independent director system of Shenzhen Longke Technology Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - An 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 [2][3] - Independent directors have a duty of integrity and diligence towards the company and all shareholders, focusing on protecting the legal rights of minority shareholders [2][3] - The company must ensure that independent directors occupy at least one-third of the board seats, including at least one accounting professional [2][3][4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including legal eligibility, independence, and relevant experience in law, accounting, or economics [3][4][5] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [4][5] Group 3: Independence and Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit the results to the board for evaluation [5][6] - The board must evaluate the independence of incumbent independent directors annually and disclose the findings alongside the annual report [5][6] Group 4: Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations and propose the convening of temporary shareholder meetings [9][10] - They are responsible for participating in board decisions and providing independent opinions on potential conflicts of interest [9][10] Group 5: Reporting and Communication - Independent directors must report any significant issues to the Shenzhen Stock Exchange and can request the company to disclose relevant information [15][16] - They are required to submit annual reports detailing their activities and interactions with minority shareholders [16][17] Group 6: Company Support and Conditions - The company must provide necessary conditions for independent directors to perform their duties effectively, including access to information and resources [33][34] - Independent directors should receive equal rights to information as other board members and be supported in their investigations and inquiries [34][35] Group 7: Compensation and Insurance - The company is responsible for compensating independent directors appropriately and may establish a liability insurance system to mitigate risks associated with their duties [40][41]