嵘泰股份: 嵘泰股份独立董事专门会议工作制度

Core Points - The document outlines the working system for independent directors' special meetings at Jiangsu Rongtai Industrial Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2][3] Group 1: General Provisions - The system is established to improve the corporate governance structure of Jiangsu Rongtai Industrial Co., Ltd, based on relevant laws and regulations [1] - Independent directors' special meetings can be held regularly or irregularly, and all independent directors must be notified at least three days in advance [2] Group 2: Meeting Procedures - A special meeting requires attendance or proxy representation from at least two-thirds of independent directors to be valid [2] - The meetings can be conducted in various formats, including in-person, video, or telephonic, ensuring all independent directors can communicate effectively [2][3] - Voting is conducted on a one-vote-per-person basis, and independent directors can delegate their voting rights through a written authorization [2][3] Group 3: Special Powers and Responsibilities - Certain special powers, such as hiring external consultants or proposing meetings, require discussion and majority approval from the independent directors' special meeting [3] - Specific matters, including related party transactions and changes in commitments, must be reviewed and approved by the independent directors before being submitted to the board [3][4] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, location, attendees, and voting results, and independent directors must sign to confirm their opinions [4][5] - The company is responsible for maintaining meeting archives for ten years, including notifications, materials, and records of attendance [5][6] Group 5: Support and Confidentiality - The company must provide necessary support and resources for the independent directors' special meetings and cover any required expenses for hiring professional institutions [5] - All attending independent directors are bound by confidentiality regarding the matters discussed in the meetings [5]