光峰科技: 独立董事工作制度（2025年8月）

General Principles - The independent director system aims to improve the corporate governance structure of Shenzhen Guangfeng Technology Co., Ltd. and ensure the independent directors fulfill their roles effectively to protect the interests of the company and its shareholders [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 affect their independent judgment [1][2] Responsibilities and Duties - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, provide professional advice, and fulfill other responsibilities as mandated by laws and regulations [1][3] - They must act independently and impartially, free from influence by the company or its major shareholders [2][3] Qualifications and Conditions - Independent directors must meet specific qualifications, including having relevant experience and knowledge in law, accounting, or economics, and must not have any significant negative records [4][5] - The company must ensure that independent directors maintain their independence and that at least one-third of the board consists of independent directors, including a majority on the audit committee [2][4] Nomination and Election - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and their qualifications must be verified before nomination [6][7] - The election of independent directors must follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [8][9] Rights and Responsibilities - Independent directors have the right to independently hire external advisors for audits or consultations and must be present at board meetings to express their opinions [10][11] - They are required to report any conflicts of interest and can request explanations from the company regarding compliance with laws and regulations [12][13] Meeting Procedures - The company must facilitate meetings of independent directors, ensuring they have access to necessary information and resources [14][15] - Independent directors must document their opinions and decisions during meetings, which should be recorded and preserved for at least ten years [16][17] Communication and Reporting - Independent directors are expected to communicate regularly with minority shareholders and provide annual reports on their activities and responsibilities [18][19] - The company must ensure that independent directors receive timely information about company operations and any significant issues that may arise [20][21]