天山股份: 独立董事工作制度（2025年7月）

Core Points - The document outlines the independent director working system of Tianshan Materials Co., Ltd, aiming to standardize the procedures and responsibilities of independent directors in accordance with relevant laws and regulations [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice to protect the interests of minority shareholders [2][3] Group 2: Composition and Qualifications - The board of directors must have three independent directors, making up at least one-third of the board, including at least one accounting professional [2][3] - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant professional knowledge and experience [6][7] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be elected by the shareholders' meeting [9][10] - Candidates must not have any disqualifying records, such as recent legal penalties or significant breaches of trust [6][10] Group 4: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [17][18] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Group 5: Communication and Reporting - Independent directors must maintain effective communication with the company and shareholders, and are required to submit annual reports detailing their activities and contributions [31][32] - The company must provide necessary support and resources to independent directors to facilitate their duties [35][36] Group 6: Compliance and Accountability - Independent directors must report any obstacles to their duties to the board and can escalate issues to regulatory bodies if necessary [38][39] - The company is responsible for covering costs related to independent directors' professional services and ensuring they receive appropriate compensation [40][41]