Annual Report 2024

Corporate Governance Report 企業管治報告 48 Sunny Optical Technology (Group) Company Limited • ANNUAL REPORT 2024 Ms. Thoeng Wai Yee Cheryl was appointed as an independent non- executive Director with effect from 22 April 2025. Save as disclosed in this annual report, Ms. Thoeng has confirmed to the Company that (a) she meets the independence factors as set out in Rule 3.13(1) to (8) of the Listing Rules; (b) she 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 her independence at the time of her appointment. In view of the above-mentioned factors, to the best knowledge of the Company, the Company confirms the independence of Ms. Thoeng. For the year ended 31 December 2024, there were three independent non-executive Directors in the Board, all of whom possess adequate independence. Therefore, the Board considers that the balance of power and authority between the Board and the business management of the Group shall not be impaired by the composition of the Board. Appointment, Re-election and Removal The Company has implemented a set of formal, prudent and transparent procedures for the appointment of new Directors to the Board. Mr. Wang Tan Jiong was appointed as a non-executive Director with effect from 1 October 2024. On 30 September 2024, pursuant to rule 3.09D of the Listing Rules, he obtained the legal advice from a firm of solicitors qualified to advise on Hong Kong law as regards the requirements under the Listing Rules that are applicable to him as a Director and the possible consequences of making a false declaration or giving false information to the Hong Kong Stock Exchange. Mr. Wang Tan Jiong also confirmed he understood his obligations as a Director. Mr. Chen Gang was appointed as an independent non-executive Director with effect from 1 January 2025. On 31 December 2024, pursuant to rule 3.09D of the Listing Rules, he obtained the legal advice from a firm of solicitors qualified to advise on Hong Kong law as regards the requirements under the Listing Rules that are applicable to him as a Director and the possible consequences of making a false declaration or giving false information to the Hong Kong Stock Exchange. Mr. Chen Gang also confirmed he understood his obligations as a Director. 湯蕙儀女士獲委任為獨立非執行董事，自二零 二五年四月二十二日起生效。除本年報所披露 者外，湯女士已向本公司確認， (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 確認湯女士的獨立性。 截至二零二四年十二月三十一日止年度，董事 會中有三名獨立非執行董事，彼等均具備足夠 的獨立性。因此，董事會認為董事會與本集團 業務管理層之間的權力與權威的平衡性不會因 董事會組成架構而有所削弱。 委任、重選及罷免 本公司已實施一套正式、審慎且具透明度的程 序委任董事會新董事。 王錟炯先生獲委任為非執行董事，自二零二四 年十月一日起生效。根據上市規則第 3 . 09D 條，其於二零二四年九月三十日於一間有資格 就香港法律提供意見的律師行取得法律意見， 明白上市規則中適用於其擔任董事的規定，以 及向香港聯交所作出虛假聲明或提供虛假信息 所可能引致的後果。王錟炯先生亦確認明白其 作為董事的責任。 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。根據上市規則第 3.09D 條，其於二零二四年十二月三十一日於 一間有資格就香港法律提供意見的律師行取得 法律意見，明白上市規則中適用於其擔任董事 的規定，以及向香港聯交所作出虛假聲明或提 供虛假信息所可能引致的後果。陳剛先生亦確 認明白其作為董事的責任。