奇精机械: 独立董事工作制度（2025年9月修订）

General Principles - The independent director system aims to improve the corporate governance structure of Qijing Machinery Co., Ltd. and protect the interests of the company and its shareholders [2][3] - 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][3] Qualifications - The company will have three independent directors, making up one-third of the board, including at least one accounting professional [3][4] - Independent directors must meet specific qualifications, including having relevant work experience and a good personal character [5][6] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [8][9] - The election of independent directors will follow a cumulative voting system, with separate counting for minority shareholders [16] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][21] - They must maintain independence and report any situations that may affect their impartiality [22][23] Meeting Procedures - Independent directors can convene special meetings to discuss important matters, requiring a majority presence to proceed [38][39] - Meeting records must be kept for at least ten years, including independent directors' opinions [42][43] Support and Resources - The company must provide necessary working conditions and support for independent directors to fulfill their duties [44][45] - Independent directors are entitled to equal access to information and resources as other board members [46][47] Compensation and Insurance - The company will provide compensation to independent directors that aligns with their responsibilities, and may establish a liability insurance system [50][51]