Recent reports highlight penalties imposed on independent directors for failing to adequately perform their duties. The China Association of Public Companies released the "Independent Director System Implementation Briefing" (Issue 8), which disclosed typical cases of independent directors violating laws and regulations in 2025. Although the briefing did not specify company names or director identities, descriptions within the cases, combined with publicly available information, allow for identification of the involved listed companies and independent directors.

Shenzhen Guangdao Digital Technology Co., Ltd. (Stock Abbreviation: *ST Guangdao, Stock Code: 839680.BJ) was found to have engaged in long-term financial fraud. Two serving independent directors were penalized by regulatory authorities for failing to effectively oversee financial reporting and disclosure responsibilities. This underscores a "zero tolerance" stance towards negligence by independent directors amid reforms to the independent director system.

Regulatory investigations revealed that *ST Guangdao committed serious financial fraud by fabricating sales and procurement activities through false purchase and sales contracts, invoices, bank receipts, delivery notices, and warehouse receipts. This resulted in inflated revenue and operating costs. The misconduct persisted over a long period with severe circumstances, leading to false records in the company's annual reports from 2018 to 2023, its semi-annual report for 2024, and the "2024 Draft Proposal for Private Placement."

Specifically, from 2018 to the first half of 2024, *ST Guangdao inflated operating revenue by 143 million yuan, 192 million yuan, 223 million yuan, 249 million yuan, 304 million yuan, 283 million yuan, and 71.6461 million yuan respectively. These amounts represented over 85% of the reported figures for each period, reaching as high as 99.39%. Correspondingly inflated operating costs were 64.6526 million yuan, 85.4164 million yuan, 117.3596 million yuan, 133.0782 million yuan, 162.5124 million yuan, 151.9002 million yuan, and 38.6300 million yuan, also constituting a significant portion of the reported costs.

In this case, the then independent director and chair of the audit committee, An Xiumei, and the then independent director and audit committee member, Wang Yang, failed to fulfill their duty of diligence. They were unaware of the company's specific business operations and major client situations, and did not thoroughly investigate the company's business dealings with three major telecom operators. Despite this, they signed off on the accuracy, authenticity, and completeness of the company's annual reports from 2020 to 2023, the 2024 semi-annual report, and the 2024 Draft Proposal for Private Placement, bearing clear responsibility for the financial fraud.

In September 2025, the Shenzhen Securities Regulatory Bureau imposed administrative penalties on the two negligent independent directors: An Xiumei received a warning and a fine of 600,000 yuan; Wang Yang received a warning and a fine of 500,000 yuan. Concurrently, the stock exchange publicly condemned both directors, recording the disciplinary actions in the listed company's integrity档案, imposing strict constraints on their professional reputations.

Additionally, *ST Guangdao itself was ordered to make corrections, received a warning, and was fined 10 million yuan. Other responsible parties, including the company's chairman and actual controller, were also fined varying amounts, highlighting the comprehensive accountability pursued by regulators for financial fraud and related negligence.

**Involved Company and Profile** The listed company involved is Shenzhen Guangdao Digital Technology Co., Ltd. (*ST Guangdao, 839680.BJ). Established in 2004 and headquartered in Shenzhen, Guangdong Province, the company specializes in providing informatization solutions for smart transportation and smart security. Its main business covers data collection, transmission, analysis, and application. It was previously listed on the Beijing Stock Exchange. Due to the serious nature of the financial fraud, the company faces significant compulsory delisting risks for major violations, although its production and operations continue normally.

**Involved Independent Directors and Profiles** An Xiumei: Served as independent director and chair of the audit committee for *ST Guangdao, concurrently holding a professorship at the Central University of Finance and Economics. She began her role as independent director in September 2020 and assumed the additional role of audit committee chair in October 2023, responsible for overseeing the authenticity, accuracy, and completeness of the company's financial reports. According to disclosed financial reports, An Xiumei received a total pre-tax remuneration of 307,200 yuan from the company between 2021 and 2024. In media interviews, she stated she had just received the penalty notice and was preparing a defense, claiming limited familiarity with the company's specific operations. However, regulators ultimately rejected her defense, concluding she failed to provide evidence of due diligence.

Wang Yang: Male, born in 1966, Canadian citizen, researcher at the Shenzhen Institute of Advanced Technology, Chinese Academy of Sciences, doctoral supervisor, and adjunct professor at Xiamen University. His primary research focuses on cloud computing and big data analysis. He has studied and worked at numerous domestic and international institutions including the Institute of Computing Technology (Chinese Academy of Sciences), University of Alberta (Canada), National University of Singapore, University of New Brunswick (Canada), IBM Atlantic Advanced Research Centre (Canada), and Illinois Institute of Technology (USA). He has participated in various cloud computing and big data related engineering and research projects across different countries and levels. Over the past five years, he has published over 50 related papers in important international academic journals and conferences, co-authored one book chapter, filed over 60 international/domestic patent applications, and been granted over 20 patents. His innovative work has received awards including the Alberta Innovates Fund Award (2009-2011), Fulbright Scholar Award (2014-2015), Cluster 2016 Best Paper Nomination, UIC 2018 Best Paper Award, IEEE Edge 2020 Best Student Paper Award, and IEEE BigDIA 2021 Best Paper Award. He currently serves as an invited reviewer for the American Mathematical Society's "Mathematical Reviews" and is a member of the review committee for the IEEE Transactions on Parallel and Distributed Systems.

Wang Yang served as independent director and audit committee member for *ST Guangdao, beginning his role in June 2022 and taking on the additional audit committee position in October 2023. He was primarily responsible for assisting the audit committee in financial oversight duties. He signed off on the accuracy, authenticity, and completeness of *ST Guangdao's 2022 and 2023 annual reports, the 2024 semi-annual report, and the 2024 Draft Proposal for Private Placement. For failing to perform prudent verification duties, he was ultimately fined 500,000 yuan and publicly condemned.