麦澜德: 《独立董事工作制度》（2025年8月）

Core Points - The document outlines the independent director system of Nanjing Meilan Medical Technology Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [2][3] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [2][3] - The board of directors must consist of at least one-third independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The independent director system is established to promote standardized operations and protect shareholder rights [2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including legal and professional independence, relevant experience, and good personal character [7][8] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board, audit committee, or shareholders holding more than 1% of shares [9][10] - The election of independent directors must follow a cumulative voting system, and their term is aligned with that of other directors, with a maximum of six consecutive years [12][13] Rights and Duties of Independent Directors - Independent directors have a duty to act in good faith and diligence, participating in board decisions and supervising potential conflicts of interest [15][16] - They have special rights, including the ability to hire external consultants and call for shareholder meetings [15][16] Company Support for Independent Directors - The company must provide necessary conditions for independent directors to perform their duties, including access to information and resources [27][28] - Independent directors are entitled to compensation and may have their expenses covered by the company [16][27] Miscellaneous - The independent director system can be modified by the board in accordance with relevant laws and regulations [28][29] - The system takes effect upon approval by the company's shareholders [31]