General Principles - The company has established working rules for independent directors to enhance its corporate governance structure in accordance with relevant laws and regulations [2][3] - 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 [2] Responsibilities and Authority - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and they must perform their duties in accordance with laws, regulations, and the company's articles of association [3] - A special meeting of independent directors is convened to fulfill their responsibilities, which can be held regularly or irregularly [3] Composition and Meeting Procedures - The special meeting is composed entirely of independent directors and is convened by a director elected by a majority of the independent directors [5] - The company must provide support for the meetings, ensuring that independent directors have access to necessary resources and professional opinions [6] Decision-Making Process - Certain matters must be reviewed and approved by the special meeting of independent directors before being submitted to the board of directors, including related party transactions and changes to commitments [7] - Independent directors have the authority to hire intermediaries for audits or consultations, propose the convening of temporary shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Meeting Notifications and Records - Notifications for meetings should be sent at least three days in advance, detailing the time, location, agenda, and contact information [11] - Meeting records must include the date, attendees, agenda, voting results, and any differing opinions from independent directors [19][20] Additional Provisions - The working rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [26] - The board of directors is responsible for interpreting these working rules [27]
挖金客: 独立董事专门会议工作细则（2025年8月制定）