中源家居: 中源家居股份有限公司独立董事工作制度（2025年8月修订）

Core Points - The document outlines the independent director system for Zhongyuan Home Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their responsibilities effectively [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 the best interests of the company and all shareholders, providing oversight and professional advice [1][3] Group 2: Qualifications and Independence - Independent directors must maintain independence and cannot be related to major shareholders or hold significant shares in the company [2][3] - They must possess relevant professional qualifications, such as CPA certification or advanced degrees in accounting or finance [2][3] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares, and must be approved by the shareholders' meeting [4][5] - The company must disclose relevant information about the candidates before the election [4][5] Group 4: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice [6][7] - They have the authority to hire external consultants and propose meetings to address significant issues [7][8] Group 5: Meeting Attendance and Reporting - Independent directors must attend board meetings and can delegate attendance to other independent directors if necessary [9][10] - They are required to submit annual reports detailing their activities and interactions with shareholders [13][14] Group 6: Support and Resources - The company must provide necessary resources and support for independent directors to perform their duties effectively [33][34] - Independent directors should have equal access to information as other board members to ensure informed decision-making [34][35] Group 7: Compensation and Insurance - The company is responsible for covering costs incurred by independent directors when hiring professional services [37] - A liability insurance system may be established to protect independent directors from risks associated with their duties [39]