Annual Report 2024

Corporate Governance Report 企業管治報告 47 舜宇光學科技（集團）有限公司 • 2024 年報 各董事（包括非執行董事及獨立非執行董事）已 與本公司訂立持續服務合約或聘任書，自委任 或重新委任日期起計為期三年，當中載列有關 任命的主要條款及條件。 本公司相信，獨立非執行董事的才幹與人數須 達相當水準，使其意見具影響力。獨立非執行 董事的個人資料載於本年報「董事及高級管理 層」一節。 除非執行董事王文鑒先生為非執行董事王錟炯 先生之父親外，其他各董事間概無任何財務、 業務、家庭關係或其他重大關係。 獨立非執行董事並無涉及任何可嚴重影響其行 使獨立判斷的本集團業務或其他關係。董事會 的成員名單載於本年報「董事及高級管理層」一 節。 各獨立非執行董事已分別向本公司提交書面確 認，確認其已符合上市規則第 3.13 條有關評核 董事獨立性指引的相關規定。本公司相信，全 體獨立非執行董事均一直遵守該規則所載的相 關指引，且仍然被視為保持獨立身份。 陳剛先生獲委任為獨立非執行董事，自二零 二五年一月一日起生效。除本年報所披露者 外，陳先生已向本公司確認， (a) 其符合上市規 則第 3.13(1) 至 (8) 條所載的獨立性因素； (b) 其過 去或現時並無於本公司業務中擁有任何財務或 其他利益，且過去及現時與本公司任何核心關 連人士（定義見上市規則）並無任何關連；及 (c) 於其獲委任時並無任何其他因素可影響其獨立 性。鑒於上述因素，據本公司所知，本公司確 認陳先生的獨立性。 Each of the Directors (including the non-executive Directors and independent non-executive Directors) has entered into a continuous service contract or letter of appointment with the Company for a term of three years commencing from the date of appointment or re-appointment setting out key terms and conditions of their appointments. The Company is committed to the view that the independent non- executive Directors should be of sufficient caliber and number to warrant that their views are acknowledged. Biographical details of the independent non-executive Directors are set out in the section headed “Directors and Senior Management” in this annual report. Except for the fact that Mr. Wang Wenjian, a non-executive Director, is the father of Mr. Wang Tan Jiong, a non-executive Director, none of the other Directors has any financial, business, family relationships or relationships in other material aspects with each other. The independent non-executive Directors are in absence of any business or other relationships with the Group which could interfere in any material manner with the exercise of their independent judgment. The composition of the Board is set out in the section headed “Directors and Senior Management” in this annual report. Each of independent non-executive Directors has given a written confirmation to the Company confirming that he/she has met the criteria set out in Rule 3.13 of the Listing Rules regarding the guidelines for the assessment of independence of Directors respectively. The Company believes that the all independent non- executive Directors have complied with the relevant guidelines as stipulated in such rule and are still considered independent. Mr. Chen Gang was appointed as an independent non-executive Director with effect from 1 January 2025. Save as disclosed in this annual report, Mr. Chen has confirmed to the Company that (a) he meets the independence factors as set out in Rule 3.13(1) to (8) of the Listing Rules; (b) he did not and does not have any past or present financial or other interest in the business of the Company or did not and does not have any connection with any core connected person (as defined in the Listing Rules) of the Company; and (c) there are no other factors that may affect his independence at the time of his appointment. In view of the above-mentioned factors, to the best knowledge of the Company, the Company confirms the independence of Mr. Chen.