ZNHI(SZ:002445) Zheng Quan Zhi Xing·2025-08-19 09:14Core Points - The document outlines the working system for independent director special meetings at Zhongnan Hong Culture Group Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [1][6] - 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][2] - The company is required to hold independent director special meetings regularly or as needed, with all independent directors participating [2][3] Summary by Sections Meeting Notification and Conduct - The company must notify all independent directors of the special meeting at least three days in advance, providing relevant materials and information [2] - In urgent situations, meetings can be called with immediate notification, provided all independent directors agree [2] - Meetings can be conducted through various means, including in-person, video, or phone [2][3] Meeting Procedures - A quorum of two-thirds of independent directors is required for the meeting to proceed, and directors must attend in person or delegate their vote if unable to attend [3] - Voting is conducted on a one-vote-per-person basis, with various methods of voting allowed [3] Matters Requiring Prior Review - Certain matters must be reviewed by the independent directors before being submitted to the board, including related party transactions and changes to commitments [4] - Independent directors have special powers that require prior meeting approval, such as hiring external consultants and calling for shareholder meetings [4][5] Documentation and Reporting - Meeting records must be kept for at least ten years, detailing the meeting's date, attendees, discussed matters, and voting results [5] - Independent directors must submit an annual report to the shareholders' meeting, including their activities and the outcomes of special meetings [5] Support and Confidentiality - The company is responsible for providing support for the meetings and ensuring that independent directors have access to necessary materials [5][6] - All participating independent directors are bound by confidentiality obligations regarding meeting information [5]