恒烁股份: 独立董事制度

Core Points - The document outlines the regulations and responsibilities of independent directors at Hengshuo Semiconductor (Hefei) Co., Ltd, emphasizing their role in protecting the interests of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director Qualifications - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - Candidates for independent directors must possess relevant qualifications, including a minimum of five years of experience in law, accounting, or economics [2][3] - Independent directors should not have any significant negative records, such as recent legal penalties or investigations related to securities [3] Group 2: Independence and Responsibilities - Independent directors must maintain independence and cannot have close relationships with major shareholders or the company's management [4][5] - They are required to participate in board decisions, provide objective advice, and supervise potential conflicts of interest [16][17] - Independent directors have the authority to hire external consultants for audits or advice and can propose meetings to address significant issues [16][17] Group 3: Appointment and Termination - The company must have at least three independent directors, making up no less than one-third of the board [2][5] - Independent directors serve terms aligned with other board members, with a maximum consecutive term of six years [12][13] - The company must promptly disclose reasons for any termination of independent directors [14][15] Group 4: Communication and Reporting - Independent directors are required to communicate regularly with minority shareholders and report on their activities and findings [31][32] - They must submit annual reports detailing their attendance at meetings and their engagement with the company's operations [32][33] - The company is responsible for providing necessary resources and support to independent directors to fulfill their duties effectively [34][35]