中源家居: 中源家居股份有限公司独立董事专门会议工作制度（2025年8月修订）

Core Viewpoint - The document outlines the revised working system for the independent director special meeting of Zhongyuan Home Co., Ltd, aiming to enhance the effectiveness of independent directors in decision-making, supervision, and professional consultation, thereby improving the company's governance structure [1][2]. Group 1: General Provisions - The independent director special meeting is defined as a meeting attended solely by independent directors, focusing on discussions from the perspective of the company and minority shareholders [2]. - Independent directors are defined as those who do not hold any position other than director and have no direct or indirect interests that could affect their independent judgment [2]. Group 2: Responsibilities of Independent Director Special Meeting - Certain matters must be discussed and approved by the independent director special meeting before being submitted to the board, including related party transactions and changes to commitments [3]. - Independent directors have special powers that require prior approval from the special meeting, such as hiring intermediaries for audits or consultations [3]. Group 3: Meeting Rules - The company must notify all independent directors at least three days before the meeting, providing relevant materials, unless there is an urgent need for a quicker meeting [6]. - A quorum for the meeting requires attendance from at least two-thirds of the independent directors, and non-independent directors may attend but cannot vote [7]. - Voting is conducted on a one-person-one-vote basis, and meetings can be held in person or via communication methods [10]. Group 4: Meeting Documentation - Meeting records must include details such as the date, attendees, major issues discussed, and the legal compliance of decisions made [13]. - Independent directors must express their opinions during the meeting, which can include agreement, reservations, or objections, along with justifications [16]. Group 5: Additional Provisions - The company is responsible for ensuring the necessary conditions for the independent director special meeting and must provide operational information and support for the directors [17]. - Confidentiality obligations are imposed on attending independent directors regarding the matters discussed in the meeting [18]. - The independent directors must submit an annual report to the shareholders' meeting detailing their performance, including the work of the special meeting [19].