海陆重工: 独立董事专门会议工作制度（2025年8月）

Core Points - The document outlines the Independent Director Special Meeting Work System for Suzhou Hailu Heavy Industry Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The system emphasizes the responsibilities of independent directors to act in the best interests of the company and all shareholders, particularly minority shareholders [2] Summary by Sections - Responsibilities of Independent Directors: Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must fulfill their roles according to laws, regulations, and the company's articles of association [2] - Special Meetings: The company is required to hold regular or irregular meetings attended solely by independent directors, which must be convened by a majority of them [2][4] - Meeting Procedures: Meetings should be held in person, but can also utilize video or phone conferencing if necessary. Independent directors must attend in person or delegate their voting rights to another independent director [4][5] - Special Powers: Independent directors have specific powers, including hiring external consultants for audits or consultations, and proposing the convening of extraordinary shareholder meetings [4][5] - Decision-Making: Certain matters must be reviewed and approved by a majority of independent directors in special meetings, including related party transactions and issues that may harm the company or minority shareholders [5][6] - Documentation and Confidentiality: Meeting records must be accurately maintained and signed by attending independent directors, and confidentiality regarding meeting discussions is mandatory [5][6] - Annual Reporting: Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the outcomes of special meetings [6] - Regulatory Compliance: The system is subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will necessitate revisions [6]