新时达: 独立董事工作制度（2025年6月）

Core Points - The document outlines the independent director system of Shanghai New Times Electric Co., Ltd, aiming to enhance corporate governance and ensure independent directors perform their duties without influence from major shareholders or management [1][2][3] Group 1: Independent Director Qualifications and Independence - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2][3] - Independent directors are required to have at least five years of relevant work experience in law, accounting, or economics, and must possess good personal integrity without significant credit issues [2][3][4] - The company must have three independent directors, including at least one with accounting expertise, who must meet specific qualifications [3][4] Group 2: Nomination and Election of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be free from conflicts of interest [8][9] - The nomination process requires the consent of the candidate and a thorough review of their qualifications by the board's nomination committee [9][10] - The election of independent directors must follow a cumulative voting system if more than one candidate is nominated [10][11] Group 3: Rights and Responsibilities of Independent Directors - Independent directors have a duty to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [15][16] - They have the right to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [16][17] - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [29][30] Group 4: Support and Resources for Independent Directors - The company is required to provide necessary working conditions and support for independent directors to fulfill their responsibilities effectively [31][32] - Independent directors should receive timely information and materials related to board meetings to ensure informed decision-making [33][34] - The company must maintain communication channels to facilitate the independent directors' access to relevant information and resources [34][35]