标准股份: 标准股份独立董事专门会议工作制度 (2025年8月修订)

Core Points - The document outlines the working system for independent director special meetings at Xi'an Standard Industrial Co., Ltd, aiming to regulate the performance of independent directors and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The purpose of the system is to establish a mechanism for independent directors to hold special meetings to discuss and provide professional advice on significant decisions made by the board [1]. - The system applies to all independent directors and relevant personnel and departments within the company [1]. Group 2: Meeting Procedures - Special meetings should primarily be held in person, but can also be conducted via video, phone, or other methods if necessary [2]. - Meetings must be convened by a majority of independent directors, and if the convener is unable to perform their duties, other independent directors can call the meeting [2]. - Notice of the meeting must be provided at least three days in advance, unless there is an urgent need to convene the meeting [2][3]. Group 3: Powers of the Independent Directors - Independent directors can exercise specific powers only after obtaining majority consent from all independent directors during special meetings [3]. - Certain matters, such as related party transactions and proposals for temporary shareholder meetings, require approval from the independent directors before being submitted to the board [3][4]. Group 4: Meeting Rules - A quorum for the meeting requires the presence of more than half of the independent directors, and each director has one vote [4]. - Decisions made during the meeting must be documented, including the opinions of independent directors, and records must be kept for at least ten years [4][5]. Group 5: Confidentiality and Support - Independent directors are obligated to maintain confidentiality regarding significant matters discussed during meetings [5]. - The company is responsible for covering expenses related to the hiring of professional institutions as requested by the independent directors [5].