Core Viewpoint - The announcement from Hangzhou Reliable Nursing Products Co., Ltd. regarding the removal of independent director Jing Naiquan highlights issues of independence and professional conduct within the board, leading to a significant governance dispute [2][3][6]. Group 1: Announcement Details - The board proposed to remove independent director Jing Naiquan due to loss of independence and failure to fulfill duties, which was approved with 5 votes in favor and 2 against [3][6]. - Following the removal, the number of board members will decrease from 7 to 6, maintaining compliance with legal requirements regarding board composition [3]. Group 2: Dispute Background - The conflict originated from a meeting on December 23, 2025, where the salary of director Bao Jia for 2024 was discussed, with a proposed pre-tax salary of 2.43 million yuan [7]. - The company argued that Bao Jia's high salary was unreasonable given her absence from work in 2025, suggesting a salary adjustment [7]. Group 3: Conduct and Governance Issues - Jing Naiquan suggested continuing to pay Bao Jia through a "director allowance," referencing a case involving Wang Shi, which the company deemed inconsistent with its compensation policies [8]. - The company accused Jing Naiquan of showing bias during the meeting, failing to review materials beforehand, leaving the meeting early, and refusing to sign meeting records, which constituted a lack of diligence [8]. Group 4: Reactions and Counterarguments - Bao Jia defended Jing Naiquan's independence, claiming that the removal was retaliation from the controlling shareholder, Chairman Jin Liwei, for his principled stance [10]. - Jing Naiquan described the reasons for his removal as absurd and a serious challenge to the independent director system, asserting that he had consistently adhered to principles during salary discussions [11].
长达20余页公告“激辩”，可靠股份解除景乃权独董职务、董事长前妻投票反对