Hangcha (SH:603298) Zheng Quan Zhi Xing·2025-07-28 16:27General Principles - The purpose of the independent director working rules is to improve the corporate governance structure of Hangcha Group Co., Ltd., strengthen the constraints and supervision mechanisms on major shareholders, actual controllers, non-independent directors, and management, and protect the rights and interests of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that may affect their independent judgment [1][2] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities according to laws, regulations, and the company's articles of association [2][11] - They are required to participate in decision-making, supervise conflicts of interest, provide professional advice, and protect the legitimate rights and interests of minority shareholders [2][11] - Independent directors can independently hire intermediaries for auditing, consulting, or verification of specific company matters [11][12] Qualifications and Independence - To serve as an independent director, candidates must meet specific qualifications, including independence, relevant knowledge of listed company operations, and at least five years of relevant work experience [4][6] - Individuals with certain relationships or interests with the company or its major shareholders are prohibited from serving as independent directors [5][6] Appointment and Termination - Independent directors are nominated by the board or shareholders holding more than 1% of the company's issued shares and elected by the shareholders' meeting [13][14] - The term of independent directors is the same as that of other directors, with a maximum consecutive term of six years [18][19] Supervision and Reporting - Independent directors must submit annual reports on their performance, including attendance at meetings and communication with minority shareholders [36][38] - They are responsible for monitoring financial reports, internal controls, and the independence of external auditors [57][58] Special Committees - The company can establish specialized committees within the board, such as audit, nomination, and remuneration committees, with independent directors holding a majority [2][11] - The audit committee is responsible for reviewing financial information and overseeing internal and external audit processes [32][33] Confidentiality and Ethics - Independent directors must maintain confidentiality regarding company information and avoid conflicts of interest [34][35] - They are required to disclose any potential conflicts and must not engage in transactions that could harm the company's interests [34][35]