国晟科技: 独立董事制度（2025年修订）

Core Points - The company aims to enhance its corporate governance structure by establishing an independent director system to protect the rights of minority shareholders and stakeholders [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][3] - The independent director system is designed to ensure that independent directors fulfill their duties independently and objectively, contributing to decision-making, supervision, and professional consultation within the board [1][2] Summary by Sections Chapter 1: General Principles - The independent director system is established in accordance with relevant laws and regulations to promote standardized operations and protect shareholder rights [1] - Independent directors must act in the best interests of the company and all shareholders, maintaining independence from major shareholders and actual controllers [1][2] Chapter 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have significant personal or professional relationships that could compromise their independence [2][3] - The company must ensure that independent directors do not hold positions in more than three listed companies to maintain their effectiveness [2] Chapter 3: Nomination, Election, and Replacement of Independent Directors - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be elected by the shareholders' meeting [4][5] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [5][6] Chapter 4: Rights and Duties of Independent Directors - Independent directors have specific responsibilities, including participating in board decisions, supervising potential conflicts of interest, and providing professional advice [7][8] - They have the right to independently hire external consultants and propose meetings to address significant issues [7][8] Chapter 5: Work Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [12][13] - Independent directors are entitled to equal access to information and must be kept informed about the company's operations [12][13] Chapter 6: Supplementary Provisions - The independent director system will be implemented upon approval by the shareholders' meeting, and any unresolved issues will be governed by relevant laws and regulations [15]