联环药业: 联环药业独立董事工作制度（2025年8月修订）

Core Viewpoint - The document outlines the independent director working system of Jiangsu Lianhuan Pharmaceutical Co., Ltd., emphasizing the importance of independent directors in corporate governance and their responsibilities to protect the interests of all shareholders, especially minority shareholders. Group 1: General Principles - The system aims to improve the corporate governance structure and ensure the independent directors fulfill their duties effectively [1] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - Independent directors are obligated to act in good faith and diligence, adhering to relevant laws and regulations while participating in decision-making and supervision [1][2] Group 2: Independence Requirements - Independent directors must maintain independence and should not be influenced by the company or its major shareholders [2] - They can serve as independent directors in a maximum of three domestic listed companies, ensuring they have sufficient time to fulfill their responsibilities [2] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2] Group 3: Qualifications for Independent Directors - Candidates for independent directors must meet specific qualifications, including legal and regulatory requirements, independence, and relevant work experience [8] - They should have at least five years of experience in legal, accounting, or economic fields necessary for fulfilling independent director duties [8][10] - Individuals with significant business relationships or who have held certain positions within the company or its major shareholders are disqualified from serving as independent directors [3][4] Group 4: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can nominate independent director candidates, subject to shareholder approval [6] - The nomination process requires the consent of the nominee and a thorough review of their qualifications [6][7] - Independent directors serve a term of three years, with a maximum of six consecutive years, and must not be nominated for other companies within 36 months of their tenure [6][7] Group 5: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [19] - They have special powers, including hiring external consultants, proposing shareholder meetings, and issuing independent opinions on significant matters [20][21] - Independent directors must report their independent opinions and any concerns regarding compliance and shareholder interests [21][22] Group 6: Support and Compensation - The company must provide necessary conditions and support for independent directors to perform their duties effectively [33][34] - Independent directors are entitled to reasonable compensation, which must be approved by the board and disclosed in the annual report [19] - The company may establish a liability insurance system for independent directors to mitigate risks associated with their responsibilities [34]