Core Points - The document outlines the special meeting system for independent directors of Shanghai JianKe Consulting Group Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][2] - The independent directors' special meetings are to be held regularly or irregularly, with prior notification and provision of relevant materials [3][4] - A quorum for the meetings requires the presence of more than half of the independent directors [4][5] Summary by Sections - Meeting Procedures - Independent directors must personally attend meetings or review materials in advance if unable to attend [2] - Meetings are to be convened by a director elected by a majority of independent directors, with provisions for alternative arrangements if necessary [2][3] - Meetings are primarily held in person but can utilize video or phone conferencing when necessary [3][4] - Matters for Review - Certain matters require approval from the independent directors' special meeting before being submitted to the board, including related party transactions and changes to commitments [4][5] - Independent directors must seek approval from the special meeting before exercising specific powers, such as hiring external consultants or calling for shareholder meetings [5][6] - Voting and Documentation - Voting is conducted on a one-vote-per-person basis, and independent directors must express their opinions clearly during meetings [4][5] - Meeting records must be kept for at least ten years, detailing the independent opinions expressed [5][6] - Confidentiality and Implementation - Attendees are bound by confidentiality regarding the discussions held during the meetings [5][6] - The system becomes effective upon approval by the board and is subject to future legal and regulatory changes [6][7]
上海建科: 上海建科咨询集团股份有限公司独立董事专门会议工作制度