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音飞储存: 音飞储存独立董事专门会议工作制度(2025年8月修订)

Core Points - The document outlines the working system for independent directors' special meetings at Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][6] - 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 [1][2] Group 1 - The company is required to hold independent directors' special meetings regularly, with at least one meeting annually, and can be called by more than half of the independent directors [2][6] - Meetings should ideally be held in person, but can also be conducted via video or phone, ensuring all independent directors can communicate effectively [2][3] - Decisions made in these meetings require a majority vote from all independent directors present [3][4] Group 2 - Independent directors can delegate their voting rights to another independent director if they cannot attend, provided an authorization letter is submitted [3][4] - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved in these special meetings before being submitted to the board [4][5] - Independent directors have the authority to hire external consultants for audits or consultations, which must also be disclosed by the company [4][5] Group 3 - The company must ensure that independent directors have access to necessary operational information and support for their duties [5][6] - Independent directors are obligated to maintain confidentiality regarding the matters discussed in the meetings [5][6] - An annual report summarizing the independent directors' activities, including special meeting outcomes, must be submitted to the shareholders' meeting [6][8]