MYS(SZ:002303) Zheng Quan Zhi Xing·2025-08-14 11:18Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Meiyingsen Group Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence towards the company and all shareholders, particularly focusing on safeguarding the rights of minority shareholders [1][2]. - Independent directors must participate in decision-making, supervision, and provide professional advice to maintain the overall interests of the company [1][2][9]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant professional knowledge and experience [2][3][5]. - They should not hold more than three independent director positions in domestic listed companies to ensure they can fulfill their responsibilities effectively [1][2]. - The document specifies conditions under which individuals cannot serve as independent directors, including those with significant shareholdings or employment relationships with the company [3][4]. Group 3: Nomination and Election Process - The nomination of independent directors can be proposed by the board or shareholders holding at least 1% of the company's issued shares, and must be approved by the shareholders' meeting [12][13]. - Candidates must provide consent and disclose their qualifications and independence before being nominated [13][14]. - The election process requires cumulative voting for multiple independent directors, ensuring transparency and representation of minority shareholders [15][16]. Group 4: Duties and Rights - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [22][23]. - They have the right to independently hire external advisors for audits or consultations and can propose meetings to address urgent matters [23][24]. - Independent directors must report their opinions on significant matters to the board and ensure their views are disclosed alongside board resolutions [11][16]. Group 5: Performance Evaluation and Reporting - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and interactions with minority shareholders [30][31]. - They must maintain records of their activities and communications related to their duties, which should be preserved for at least five years [15][33]. - The company is responsible for providing necessary support and resources to enable independent directors to perform their roles effectively [39][40].