GHKJ(SZ:002741) Zheng Quan Zhi Xing·2025-08-12 16:23Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Guangdong Guanghua Technology Co., Ltd., emphasizing the importance of their independence and the legal framework guiding their roles [1][2][4]. Group 1: Independent Director's Role and Responsibilities - Independent directors must fulfill their duties with loyalty and diligence, participating in decision-making, supervision, and providing professional advice to protect the interests of all shareholders, especially minority shareholders [2][3]. - The company will appoint three independent directors, including at least one accounting professional, and establish an audit committee with a majority of independent directors [2][4]. - Independent directors are required to undergo training organized by the China Securities Regulatory Commission (CSRC) to enhance their capabilities [3][4]. Group 2: Qualifications and Independence Criteria - Independent directors must meet specific legal and regulatory qualifications, including having no significant relationships with the company or its major shareholders that could affect their judgment [4][5]. - Candidates for independent directors must possess relevant experience, including at least five years in legal, accounting, or economic fields, and must not have any significant credit issues [5][6]. - The document specifies that individuals with certain disqualifying factors, such as recent legal penalties or conflicts of interest, cannot serve as independent directors [6][11]. Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, who will be elected by the shareholders [8][9]. - Candidates must provide a declaration of their qualifications and independence before being nominated [9][10]. - The election of independent directors will follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [10][19]. Group 4: Duties and Special Powers - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing objective recommendations to enhance board decision-making [12][13]. - They have the authority to hire external consultants for audits or advice, propose meetings, and publicly solicit shareholder opinions [19][20]. - Independent directors must report any significant issues that hinder their ability to perform their duties to the relevant authorities [18][19]. Group 5: Communication and Reporting - The company is required to facilitate communication between independent directors and shareholders, ensuring that independent directors have access to necessary information [20][21]. - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [17][18]. - The company must disclose any independent director's dissenting opinions during board meetings, ensuring transparency [15][16].