赛伦生物: 赛伦生物：独立董事工作制度（2025年7月）

Core Points - The document outlines the independent director system of Shanghai Sailun Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties with integrity and diligence [2][3][4] Group 1: Independent Director Qualifications - Independent directors should not hold any other positions within the company and must not have any relationships that could compromise their independence [2][3] - The company will have three independent directors, including at least one accounting professional with relevant qualifications [4][5] - Candidates for independent directors must meet specific criteria, including legal qualifications, independence, and relevant work experience [8][9] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20] - They have special powers, including the ability to hire external consultants, call for shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors are nominated by the board or shareholders and must be approved by the shareholders' meeting [11][12] - Their term aligns with that of other directors, with a maximum consecutive term of six years [17][18] - The company must promptly disclose reasons for any termination of independent directors [17][18] Group 4: Reporting and Compliance - Independent directors must report any issues that hinder their ability to perform their duties to the relevant authorities [26][27] - They are required to conduct annual self-assessments of their independence and submit reports to the board [29][30] - The company must provide necessary resources and support to independent directors to ensure they can fulfill their responsibilities effectively [34][35]