味知香: 独立董事专门会议工作制度（2025年8月修订）

Core Points - The document outlines the independent director special meeting system for Suzhou Weizhixiang Food Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][5] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2] - The independent directors have obligations to act in good faith and diligence towards the company and all shareholders, ensuring their decisions protect the overall interests of the company and the rights of minority shareholders [2][3] Summary by Sections Independent Director Meetings - The independent director special meeting consists of all independent directors and can be convened regularly or irregularly, with a three-day notice period, or immediately in emergencies [4] - Meetings can be held in person, via video, or by phone, and a majority of independent directors can propose a temporary meeting [4] - Independent directors are expected to attend meetings in person, or if unable, they must review materials and delegate another independent director to attend on their behalf [4] Decision-Making and Responsibilities - Certain matters require approval from the independent director special meeting before being submitted to the board, including related party transactions and changes to commitments [4] - Independent directors can exercise special rights, such as hiring external consultants for audits or proposing shareholder meetings, which must also be approved by the special meeting [3][4] Documentation and Confidentiality - The independent director special meeting must keep detailed records of discussions, including the basis for opinions and the impact on the company and minority shareholders [4] - All attending independent directors are bound by confidentiality regarding the matters discussed in the meetings [4] Implementation and Amendments - The system will take effect upon approval by the board and can be amended based on legal requirements and the company's circumstances [5]