*ST星光: 独立董事工作细则（2025年9月）

General Principles - The purpose of the guidelines is to improve the governance structure of Guangdong Xingguang Development Co., Ltd. and to ensure the effective functioning of independent directors, thereby protecting the legal rights of the company and its shareholders, especially minority shareholders [2][3] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [3][4] Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and maintaining independence from the company and its major shareholders [4][5] - The company is required to have two independent directors, one of whom must be a professional in accounting [5][6] Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board of directors or shareholders holding more than 1% of the company's issued shares, and must be elected by the shareholders' meeting [6][7] - The election of independent directors will follow a cumulative voting system, ensuring that the voting results for minority shareholders are counted separately [7][8] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [8][9] - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholders' meetings [9][10] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities, including timely access to relevant information [14][15] - Independent directors are entitled to equal rights to information as other board members and should be kept informed about the company's operational status [14][15] Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [12][13] - The company must disclose any related party transactions and ensure that independent directors can report any obstacles they encounter in performing their duties [14][15]