Deluxe Family(SH:600503) Zheng Quan Zhi Xing·2025-09-05 16:13Core Points - The document outlines the independent director system of Huayi Family Co., Ltd., aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][18] - Independent directors must not have any direct or indirect relationships that could affect their objective judgment [2][3] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [4][5] Group 1: General Principles - The independent director system is established to comply with modern corporate governance requirements and relevant laws [1] - Independent directors have a duty of loyalty and diligence to the company and all shareholders [2] - Independent directors should continuously improve their knowledge of securities laws and regulations [4] Group 2: Qualifications and Conditions - Independent directors must meet specific qualifications, including having at least five years of relevant work experience [7][9] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [3][4] - Independent directors must conduct annual self-assessments of their independence [4][9] Group 3: Nomination and Election - The board of directors or shareholders holding more than 1% of the company's shares can propose independent director candidates [11][12] - Candidates must declare their compliance with independence requirements and undergo thorough verification by the nominating party [12][13] - Independent directors serve a term aligned with other board members, with a maximum consecutive term of six years [15] Group 4: Responsibilities and Powers - Independent directors participate in board decision-making and provide objective advice to enhance decision quality [20][21] - They have the authority to independently hire intermediaries for audits or consultations [22] - Independent directors must report any violations of laws or regulations to the board and can escalate issues to regulatory authorities if necessary [25][26] Group 5: Meeting Procedures - Independent directors must hold special meetings to discuss significant matters and decisions requiring their consent [40][41] - Meeting notifications must be sent in advance, and decisions require a majority agreement from attending independent directors [45][46] - Meeting records must be maintained for at least ten years, documenting attendance and decisions made [49][50]