金陵饭店: 金陵饭店股份有限公司独立董事工作制度（2025年8月修订）

Core Viewpoint - The document outlines the independent director working system of Jinling Hotel Co., Ltd., aiming to enhance corporate governance, protect shareholder interests, and mitigate decision-making risks [1][2]. Summary by Sections General Principles - The 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]. - Independent directors must fulfill their duties independently and are obligated to act in the best interests of the company and all shareholders [3]. Composition of Independent Directors - Independent directors must constitute at least one-third of the board, including at least one accounting professional with relevant qualifications [3][4]. - Candidates for independent directors must meet specific independence criteria and possess relevant experience [5][6]. Appointment and Termination - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and their election must be approved by the shareholders' meeting [12][13]. - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [9][10]. Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have special rights, including hiring external consultants and calling for shareholder meetings [18][19]. Reporting and Communication - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with shareholders [29][30]. - They are required to maintain open communication with shareholders and report any issues affecting their independence [32][33]. Work Conditions - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [42][43]. - Independent directors are entitled to reasonable compensation, which must be disclosed in the annual report [46][47].