新劲刚: 独立董事专门会议制度

Core Points - The document outlines the governance structure and responsibilities of independent directors at Guangdong Xinjingang Technology Co., Ltd, emphasizing their role in ensuring corporate governance and compliance with regulations [1][6]. Group 1: Governance Structure - The company establishes a system to regulate its governance structure, particularly focusing on the role of independent directors [1]. - Independent directors are required to hold special meetings to exercise their specific powers, which include hiring intermediaries for audits and proposing meetings [1][2]. - The company must disclose any inability to exercise these powers and provide reasons for such situations [1]. Group 2: Responsibilities and Authority - Independent directors must review and approve significant matters such as related party transactions and changes in commitments before submission to the board [1][4]. - The independent directors' special meetings can also discuss other company matters as needed [2]. Group 3: Meeting Procedures - The company is required to hold at least one regular independent directors' meeting annually, with provisions for additional meetings as necessary [3]. - Notifications for meetings must be sent at least three days in advance, with emergency notifications allowed via phone [3][4]. - A quorum for meetings requires attendance from at least two-thirds of independent directors [4][5]. Group 4: Documentation and Confidentiality - Meeting records must be created, including opinions from independent directors, which should be clear and well-documented [5]. - The company is responsible for maintaining meeting archives for a minimum of ten years [5]. - Attending independent directors are bound by confidentiality obligations regarding the discussed matters [6].