Cathay Biotech (SH:688065) Zheng Quan Zhi Xing·2025-08-01 16:36Core Points - The document outlines the independent director system of Shanghai Kaisa Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] Chapter Summaries Chapter 1: General Principles - The independent director system is established to improve the governance structure of the company and ensure the protection of minority shareholders' rights [1] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1] Chapter 2: Qualifications for Independent Directors - Basic qualifications for independent directors include legal eligibility, independence, knowledge of company operations, and relevant work experience [2] - Candidates must not have any significant negative records in the past 36 months related to securities violations or other misconduct [2] Chapter 3: Independence of Directors - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Chapter 4: Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of shares, requiring majority approval at the shareholders' meeting [5] - The company must disclose detailed information about independent director candidates before the shareholders' meeting [6][7] Chapter 5: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [8][9] - They have the authority to hire external consultants for audits or inquiries into specific matters [9][10] Chapter 6: Special Meetings of Independent Directors - The company must hold regular or ad-hoc meetings exclusively for independent directors to discuss relevant issues [12][13] Chapter 7: Obligations of Independent Directors - Independent directors must maintain independence and report any conflicts of interest or issues affecting their ability to perform their duties [14][15] - They are required to keep detailed records of their activities and interactions related to their responsibilities [15][16] Chapter 8: Rights of Independent Directors and Company Obligations - The company must ensure independent directors have equal access to information and necessary resources to perform their duties [16][17] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17] Chapter 9: Supplementary Provisions - The independent director system must comply with national laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [18][19]