Zheng Quan Zhi Xing·2025-08-12 16:13General Principles - The purpose of the independent director system is to enhance the corporate governance structure of Liaoning Chengda Biological Co., Ltd. and create a favorable working environment for independent directors [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 could hinder their independent judgment [1][2] Independent Director Responsibilities - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their duties in accordance with relevant laws and the company's articles of association [1][2] - They are required to participate in decision-making, supervision, and provide professional advice to protect the overall interests of the company and the legal rights of minority shareholders [1][2] Qualifications and Independence - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal character without significant credit issues [2][3] - The company must ensure that independent directors maintain their independence and are not influenced by major shareholders or actual controllers [2][3] Nomination and Election - Independent directors can be nominated by the board of directors or shareholders holding more than 1% of the company's issued shares, and their qualifications must be reviewed before nomination [5][6] - The election of independent directors must be conducted separately from non-independent directors, and cumulative voting is required when electing multiple independent directors [6][14] Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [18][19] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [19][20] Communication and Reporting - The company must establish a communication mechanism between independent directors and minority shareholders, allowing independent directors to verify investor inquiries [29] - Independent directors are required to submit annual reports on their performance to the company's annual general meeting [30] Support and Compensation - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities [32][33] - Independent directors are entitled to compensation that corresponds to their responsibilities, which must be approved by the shareholders' meeting and disclosed in the annual report [38]