Annual Report 2025

舜宇光學科技（集團）有限公司 • 2025 年報 57 Corporate Governance Report 企業管治報告 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，陳剛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 確認陳剛先生的獨立性。 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，湯蕙儀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， 本公司確認湯蕙儀女士的獨立性。 程雲鳳女士獲委任為獨立非執行董事，自二零 二六年四月一日起生效。除本年報所披露者 外，程雲鳳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 司確認程雲鳳女士的獨立性。 截至二零二五年十二月三十一日止年度及直至 最後可行日期，董事會中有四名獨立非執行董 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。 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 Gang 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 Gang. 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 Wai Yee Cheryl 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 Wai Yee Cheryl. Ms. Ching Wan Fung was appointed as an independent non-executive Director with effect from 1 April 2026. Save as disclosed in this annual report, Ms. Ching Wan Fung 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. Ching Wan Fung. For the year ended 31 December 2025 and up to the LPD, there were four 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.