Jalon(SH:688357) Zheng Quan Zhi Xing·2025-06-17 11:25Core Points - The article outlines the establishment of a specialized meeting system for independent directors at Luoyang Jianlong Micro-Nano New Materials Co., Ltd to enhance corporate governance and protect the interests of minority shareholders [1][2] Group 1: Independent Director Meeting System - The independent director specialized meeting is defined as a meeting attended solely by independent directors to fulfill their responsibilities [2] - Independent directors are obligated to act in good faith and diligence towards the company and all shareholders, ensuring they make independent and objective judgments [3] - The company is required to hold independent director meetings regularly or as needed, with prior notification to all independent directors [4] Group 2: Meeting Procedures and Responsibilities - Independent directors must personally attend meetings or review materials in advance if unable to attend, delegating their vote to another independent director if necessary [5] - A convenor is elected from among the independent directors to organize and lead the meetings, with provisions for alternative convenors if needed [6] - Certain matters, such as related party transactions and changes to commitments, must be discussed and approved by a majority of independent directors before being submitted to the board [8] Group 3: Special Powers and Record Keeping - Independent directors have special powers, including hiring external consultants for audits and proposing meetings to the board or shareholders [9] - The company must disclose the exercise of these powers and provide necessary support for independent directors to fulfill their duties [10] - Meeting records must be maintained, detailing the opinions of independent directors, which should be clear and justified, especially for significant matters [11][12]