福然德股份有限公司 独立董事工作制度 第一章 总则 第一条 根据《福然德股份有限公司章程》（以下简称"《公司章程》"） 的规定，为进一步完善福然德股份有限公司（以下称"公司"）的法人治理结构， 改善董事会结构，强化对独立董事及管理层的约束和监督机制，保护中小股东的 利益，促进公司的规范运作，根据《中华人民共和国公司法》《中华人民共和国 证券法》《上市公司独立董事管理办法》(以下简称"《管理办法》")《上海证 券交易所股票上市规则》（以下简称"《股票上市规则》"）《上海证券交易所 上市公司自律监管指引第 1 号--规范运作》《上市公司独立董事履职指引》等法 律法规及部门规章、规范性文件等的要相关规定，制定本制度。 第二条 独立董事是指不在公司担任除独立董事以外的其他职务，并与公司 及公司主要股东、实际控制人不存在直接或间接利害关系，或者其他可能影响公 司进行独立客观判断的关系的董事。 （二）具有会计、审计或者财务管理专业的高级职称、副教授及以上职称或 者博士学位； （三）具有经济管理方面高级职称，且在会计、审计或者财务管理等专业岗 位有 5 年以上全职工作经验。 公司在董事会中设置专门委员会，分别为：审计委员会 ...

Core Points - The document outlines the independent director system of China Merchants Nanjing Tanker Corporation, emphasizing the importance of independent directors in corporate governance and their obligations to shareholders [1][2] - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [2][3] - The document specifies the qualifications, appointment, and responsibilities of independent directors, including their role in protecting minority shareholders' rights [4][5][6] Group 1: Independent Director Qualifications and Appointment - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their judgment [2][3] - The proportion of independent directors on the board must be at least one-third, including at least one accounting professional [2][4] - Independent directors should have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [6][7] Group 2: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8] - They have the authority to hire external consultants for audits or investigations and can propose meetings to address significant issues [8][9] - Independent directors must report their activities and decisions in an annual report to the shareholders, detailing their participation in meetings and any concerns raised [12][13] Group 3: Independent Director Support and Communication - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [15][16] - Independent directors should have equal access to information as other board members and must be kept informed about the company's operations [15][17] - There should be mechanisms in place for independent directors to communicate with minority shareholders and address their concerns [17][19]

Core Viewpoint - The document outlines the working rules for independent directors at Juchip Technology Co., Ltd., emphasizing the importance of governance structure, the responsibilities of independent directors, and their qualifications to protect the interests of all shareholders, particularly minority shareholders [1][2]. Group 1: General Principles - The rules aim to enhance the governance structure of the company and ensure compliance with relevant laws and regulations [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1]. Group 2: Qualifications of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal reputation [4]. - They should not have any significant relationships with the company or its major shareholders that could compromise their independence [4][5]. Group 3: 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 [18][19]. - They must attend board meetings personally or delegate their responsibilities if unable to attend [8][12]. Group 4: Nomination and Election Process - The nomination of independent directors can be proposed by the board or shareholders holding at least 1% of the company's shares [9]. - Independent directors can serve a maximum of six years in total, with a mandatory break of 36 months after serving six consecutive years [8]. Group 5: Performance and Reporting - Independent directors are required to submit an annual report detailing their attendance at meetings, participation in committees, and communication with minority shareholders [16]. - The company must ensure that independent directors have equal access to information and resources necessary for fulfilling their duties [33][34]. Group 6: Support and Compensation - The company is responsible for covering the costs incurred by independent directors when hiring external advisors [37]. - Independent directors should receive compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [39].

Core Points - The document outlines the independent director working system of Qingdao Haitai Newlight Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director Definition and Qualifications - An independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1]. - Basic qualifications for independent directors include legal eligibility, independence, knowledge of corporate operations, at least five years of relevant experience, and good personal character [1][2]. Group 2: Independence Criteria - Individuals who cannot serve as independent directors include those with close relationships to the company, significant shareholders, or those providing services to the company [2][3]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board for evaluation [3]. Group 3: Nomination and Election Process - The board or shareholders holding over 1% of shares can nominate independent director candidates, who must be approved by the shareholders' meeting [4]. - The nomination process requires the consent of the nominee and a thorough review of their qualifications by the nomination committee [4][5]. Group 4: Responsibilities and Powers - Independent directors have special powers, including approving significant related-party transactions and proposing the hiring or dismissal of accounting firms [8][9]. - They must provide independent opinions on various matters, including the appointment of directors and senior management [9][10]. Group 5: Obligations and Rights - Independent directors are required to fulfill their duties diligently, focusing on protecting the interests of minority shareholders [18][19]. - The company must provide necessary support and information to independent directors to enable them to perform their roles effectively [25][26]. Group 6: Compensation and Insurance - The company is responsible for compensating independent directors and may establish a liability insurance system to mitigate risks associated with their duties [30][31].

Core Viewpoint - The article outlines the independent director system of Guangbo Group Co., Ltd., aiming to enhance corporate governance, strengthen oversight of the board and management, and protect the interests of minority shareholders [1]. Group 1: General Principles - Independent directors are defined as those who do not hold any position other than director in the listed company and have no direct or indirect interests that could affect their independent judgment [3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with relevant laws and regulations [3]. - The number of independent directors must be at least one-third of the total number of directors, and they should constitute a majority in key committees [3]. Group 2: Independence and Qualifications - At least one independent director must have accounting expertise, meeting specific qualifications such as being a certified public accountant or having a senior professional title in accounting or finance [4]. - Independent directors must ensure they have sufficient time and energy to fulfill their responsibilities, with a maximum of three concurrent positions in domestic listed companies [4]. - Basic qualifications for independent directors include relevant work experience, good personal character, and compliance with legal and regulatory requirements [6]. Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's issued shares, and must be elected by the shareholders' meeting [9]. - Nominators must ensure that candidates do not have any conflicts of interest that could affect their independence [9]. - The company must disclose relevant materials and statements regarding independent director candidates to the Shenzhen Stock Exchange [11]. Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [16]. - They have special powers, including the ability to hire independent consultants and propose the convening of temporary shareholders' meetings [17]. - Independent directors must attend board meetings and provide clear opinions on agenda items, with dissenting opinions disclosed in board resolutions [19][20]. Group 5: Performance and Support - The company must provide necessary working conditions and support for independent directors to fulfill their duties [29]. - Independent directors should receive equal access to information as other directors and be kept informed about the company's operations [30]. - The company is responsible for covering the costs incurred by independent directors when hiring professional services [33].

Core Viewpoint - The document outlines the independent director system of Trina Solar Limited, aiming to enhance corporate governance, protect minority shareholders, and ensure compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The independent director system is established to improve the governance structure of the company and enhance the supervision of internal directors and management [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1]. Qualifications of Independent Directors - Independent directors must meet specific qualifications as outlined in various laws and regulations, including the Company Law and the Management Measures for Independent Directors [2]. - Candidates must have a good personal character and must not have any disqualifying records, such as recent securities violations or significant dishonesty [2]. Independence of Independent Directors - Independent directors must maintain independence and should not have any relationships that could compromise their objectivity [3][4]. - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board, supervisory board, or shareholders holding more than 1% of the company's shares [6]. - The company must submit relevant materials regarding independent director candidates to the Shanghai Stock Exchange [7]. Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [10][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [10][19]. Meetings and Communication - The company is required to hold independent director meetings at least biannually, ensuring that all independent directors can communicate effectively [12][13]. - Independent directors must document their opinions and decisions during meetings, which should be recorded and preserved for at least ten years [15][19]. Rights and Obligations of Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties [47][48]. - Independent directors are entitled to equal access to information and must be kept informed about the company's operations [48][49]. Final Provisions - The independent director system will take effect upon approval by the shareholders' meeting and will be subject to interpretation and revision by the board [54][55].

Core Points - The article outlines the independent director system of Shanghai Daming City Enterprise Co., Ltd, emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - 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 [1][2] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [1][2][3] Group 2: Qualifications and Appointment - The company must establish an independent director system that complies with relevant laws and regulations, ensuring the independence of directors [2][3] - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][3] - Specific disqualifications for independent directors include holding significant shares in the company or having close relationships with major shareholders [3][4] Group 3: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [16][17] - They have special powers, including the ability to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [17][18] Group 4: Meeting and Reporting Requirements - Independent directors must attend board meetings in person and can only delegate their voting rights under specific circumstances [19][20] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [32][33] Group 5: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their roles [40][41]

Group 1 - The company aims to enhance its operational standards by clarifying the responsibilities of independent directors in the annual report process, ensuring their supervisory role in the preparation and disclosure of the report [1][2] - Independent directors are required to ensure that all necessary disclosures are made accurately and completely in the annual report [3] - The company must provide independent directors with necessary working conditions and support to fulfill their responsibilities without obstruction [2][3] Group 2 - The company is responsible for reporting its annual financial status, operational conditions, and significant matters to independent directors, facilitating their on-site investigations of major issues [2][3] - Independent directors must communicate with the annual audit accountants after the preliminary audit opinion is issued and before the board meeting to discuss any issues found during the audit [2][3] - Independent directors are required to sign a written confirmation regarding the compliance of the report's preparation and review process with legal and regulatory standards, and to express any dissenting opinions if applicable [2][3] Group 3 - Independent directors can independently hire intermediary institutions to audit or consult on specific matters if they have objections, with the costs borne by the company [3] - During the preparation and review of the annual report, independent directors are obligated to maintain confidentiality and prevent insider trading or information leaks [3] - This system will be interpreted and revised by the company's board of directors and will take effect upon approval [3]

（以下简称《公司法》）、 独立董事工作制度 （2025 年 8 月修订） 为进一步完善上海创力集团股份有限公司（以下简称"公司"）的法人治理 结构，促进公司规范运作，根据《中华人民共和国公司法》 上海创力集团股份有限公司 独立董事工作制度 上海创力集团股份有限公司 第四条 公司独立董事占董事会成员的比例不得低于三分之一，其中至少包 括一名会计专业人士。 《上市公司治理准则》《上市公司独立董事管理办法》《上海证券交易所股票上 市规则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法律、 法规以及规范性文件和《上海创力集团股份有限公司章程》（以下简称《公司章 程》），特制定本制度。 公司应当在董事会中设置审计委员会。审计委员会成员应当为不在公司担任 高级管理人员的董事，其中独立董事应当过半数，并由独立董事中会计专业人士 担任召集人。公司在董事会中设置提名、薪酬与考核、战略委员会。提名委员会、 薪酬与考核委员会中独立董事应当过半数并担任召集人。 第一章 总则 第一条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独 ...

安徽大地熊新材料股份有限公司 独立董事制度 第一章 总则 第一条 为进一步完善安徽大地熊新材料股份有限公司（以下简称"公司"） 法人治理结构，促进公司规范运作，充分发挥独立董事在公司治理中的作用， 更好地维护中小股东利益，根据《中华人民共和国公司法》《上市公司独立董事 管理办法》（以下简称《管理办法》）《上海证券交易所科创板股票上市规则》等 法律法规、规范性文件及《安徽大地熊新材料股份有限公司章程》（以下简称 《公司章程》）的有关规定，结合公司实际，制定本制度。 第二条 独立董事是指不在公司担任除董事外的任何其他职务，并与公司 及其主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响 其进行独立客观判断关系的董事。 第三条 公司独立董事占董事会成员的比例不得低于三分之一，且至少包括 一名会计专业人士。 公司董事会下设审计、战略与可持续发展、提名、薪酬与考核委员会，其 中审计委员会、提名委员会、薪酬与考核委员会中独立董事应当过半数并担任 召集人，审计委员会成员应当为不在公司担任高级管理人员的董事，并由独立 董事中会计专业人士担任召集人。 第四条 独立董事对公司及全体股东负有诚信与勤勉义务，并应当按照 ...