中路股份: 独立董事专门会议工作细则

Core Viewpoint - The document outlines the governance structure and operational mechanisms for the independent directors of Zhonglu Co., Ltd, emphasizing the protection of minority shareholders and the importance of independent decision-making [1][2]. Chapter Summaries Chapter 1: General Principles - The company establishes rules to enhance its corporate governance and protect the interests of minority shareholders and stakeholders, in accordance with relevant laws and regulations [1]. Chapter 2: Working Mechanism - Independent director meetings are convened by a majority of independent directors, who elect a chairperson. If the chairperson is unable to perform their duties, two or more independent directors can convene a meeting [2]. - Independent directors must submit an annual report to the shareholders' meeting detailing their responsibilities and participation in independent director meetings [2]. - The company is responsible for ensuring the necessary conditions for independent director meetings, including providing operational data and support for site visits [2]. Chapter 3: Responsibilities and Authority - Certain matters, such as related party transactions and changes to commitments, must be discussed in independent director meetings and require majority approval before being submitted to the board [3]. - Independent directors have special rights, including hiring external consultants and proposing meetings, which must be disclosed by the company [3]. Chapter 4: Meeting Rules - Independent director meetings should be held regularly or as needed, with a minimum of three days' notice provided to all independent directors [4]. - A quorum for meetings requires the presence of a majority of independent directors, and non-independent directors may attend but cannot vote [4]. - Meetings can be conducted in person or via communication methods, and independent directors must maintain confidentiality regarding meeting discussions [4]. Chapter 5: Supplementary Provisions - The rules take effect upon approval by the board and will be governed by relevant laws and the company's articles of association in case of any discrepancies [5].