Core Viewpoint - The document outlines the independent director working system of Shenzhen Demingli Technology Co., Ltd., aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1]. Group 1: General Provisions - The independent directors are defined as those who do not hold any other positions in the company and have no relationships that could impair their independent judgment [2]. - The company’s board of directors will consist of three independent directors, including at least one accounting professional [2]. - Independent directors are required to fulfill their duties diligently and loyally to the company and all shareholders [2]. Group 2: Responsibilities and Duties - Independent directors must attend board meetings and specialized committee meetings, actively understand the company's operations, and gather necessary information for decision-making [2][3]. - They are responsible for supervising potential conflicts of interest between the company and its major shareholders, ensuring decisions align with the overall interests of the company [14]. - Independent directors must provide professional and objective advice to enhance the decision-making quality of the board [24]. Group 3: Appointment and Independence - Independent directors must meet specific qualifications, including independence, relevant knowledge, and experience in legal, economic, management, accounting, or finance [4][5]. - Candidates for independent directors must not have any relationships that could compromise their independence, such as being employed by the company or holding significant shares [5][6]. - The company must ensure that independent directors maintain their independence throughout their tenure and report any situations that may affect their independence [11][12]. Group 4: Special Powers and Rights - Independent directors have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [26]. - They can propose the convening of temporary shareholder meetings and request board meetings [26]. - Independent directors must report any significant issues that may harm the company or minority shareholders to the board [29]. Group 5: Work Conditions and Support - The company is required to provide necessary working conditions and support for independent directors to effectively perform their duties [33]. - Independent directors should receive equal access to information as other board members and can communicate with the board secretary regarding meeting materials [34]. - The company must cover the costs incurred by independent directors when hiring intermediaries for their duties [38].
德明利: 独立董事工作制度（2025年9月）