ST亚联: 独立董事专门会议工作制度（2025年7月）

Core Points - The document outlines the working system for independent directors of Jilin Yalian Development Technology Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][3] - The independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [2][3] Summary by Sections Independent Director Meetings - Independent director meetings are specifically convened to fulfill the responsibilities of independent directors and must include all independent directors [3][4] - Notifications for these meetings must be sent out three days in advance, but can be waived with unanimous consent from attending independent directors [3][4] Meeting Procedures - A quorum for the meeting requires the presence of more than half of the independent directors, and those unable to attend must review materials and provide written opinions [4][5] - The meeting can be held in person, via communication methods, or a combination of both [4][5] Decision-Making and Voting - 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 [5][6] - Voting in independent director meetings is conducted on a one-vote-per-person basis, with decisions requiring a majority for validity [5][6] Documentation and Confidentiality - Meeting records must be created, reflecting opinions and voting results, and must be signed by the independent directors [6] - All participants in the meetings are bound by confidentiality obligations regarding the discussed matters [6][7] Reporting and Compliance - Independent directors must submit annual reports to the company's annual shareholders' meeting, detailing their performance and the work of the independent director meetings [6][7] - The system is subject to modification in accordance with national laws and regulations, and it becomes effective upon approval by the company's board [7]