千方科技: 独立董事工作制度

Core Viewpoint - The document outlines the regulations and guidelines for independent directors at Beijing Qianfang Technology Co., Ltd, emphasizing the importance of their independence, qualifications, responsibilities, and the mechanisms for their nomination and evaluation [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are obligated to act in good faith and diligence towards the company and all shareholders, particularly minority shareholders [2][3]. - Independent directors should independently and impartially perform their duties, avoiding influences from major shareholders or the actual controller [2][3]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal reputation [3][4]. - Certain individuals, such as those with significant shareholdings or close relationships with major shareholders, are prohibited from serving as independent directors [4][5]. 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 are then elected by the shareholders [5][6]. - Independent directors must be elected separately from other directors, and cumulative voting is implemented [6][7]. Group 4: Duties and Special Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20]. - They have special powers, including the ability to hire external consultants and call for extraordinary shareholder meetings [20][21]. Group 5: Performance Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [5][12]. - They are required to submit a performance report to the annual shareholders' meeting, detailing their attendance and participation in board activities [12][13]. Group 6: Support and Resources - The company is responsible for providing necessary working conditions and support for independent directors to fulfill their duties effectively [30][31]. - Independent directors should have equal access to information and resources as other board members to ensure informed decision-making [31][32].