博威合金: 博威合金独立董事工作细则及年报工作制度（2025年8月修订）

Core Viewpoint - The document outlines the working rules and annual report system for independent directors of Ningbo Bowei Alloy Materials Co., Ltd, aiming to enhance corporate governance, protect shareholder interests, and mitigate decision-making risks [1]. Group 1: Independent Director Responsibilities - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and the legal rights of minority shareholders [2][3]. - Independent directors must maintain independence and cannot hold positions in the company or its subsidiaries, nor have significant relationships with major shareholders or actual controllers [3][4]. Group 2: Composition and Qualifications - The board must have at least one-third independent directors, including at least one accounting professional, and an audit committee must be established with a majority of independent directors [3][4]. - Independent directors must meet specific qualifications, including having no significant shareholding in the company and relevant professional experience [4][5]. Group 3: Nomination and Election - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and the nomination must be free from conflicts of interest [5][6]. - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [6][7]. Group 4: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [17][18]. - They have special powers, including hiring external consultants, calling for shareholder meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [18][19]. Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [32][33]. - The company is required to maintain effective communication channels between independent directors and minority shareholders, ensuring transparency and accountability [36][37].