（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 ...

Core Points - The document outlines the independent director working system of Huqin Technology Co., Ltd, aiming to standardize operations, protect shareholder rights, and ensure compliance with relevant regulations [2][19] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional with relevant qualifications [3][4] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly minority shareholders [2][3] - Independent directors must maintain independence and are required to avoid conflicts of interest with the company and its major shareholders [4][11] - The company is responsible for ensuring that independent directors have the necessary conditions to perform their duties effectively [15][16] Group 2 - The document specifies the qualifications and independence criteria for independent directors, including a minimum of five years of relevant work experience [7][9] - Independent directors are prohibited from holding positions that could compromise their independence, such as being employed by the company or its major shareholders [4][5] - The nomination, election, and replacement of independent directors must follow specific procedures, including the requirement for cumulative voting when electing multiple independent directors [11][12] Group 3 - Independent directors are entitled to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [12][13] - The company must hold regular meetings exclusively for independent directors to discuss relevant matters [13][14] - Independent directors are required to submit annual reports detailing their activities and the fulfillment of their responsibilities [14][19] Group 4 - The company must provide independent directors with equal access to information and ensure they are informed of significant matters in a timely manner [15][16] - Independent directors can hire external consultants to assist in their duties, with costs covered by the company [24] - The document establishes a framework for independent director liability insurance to mitigate risks associated with their responsibilities [25][26]

Core Points - The article outlines the governance structure and responsibilities of independent directors at Hangzhou Steel Co., Ltd, emphasizing their role in ensuring corporate governance and protecting minority shareholders' rights [2][3][5]. Group 1: Governance Structure - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [3]. - Independent directors are defined as those who do not hold any other position within the company and have no significant relationships with major shareholders or the actual controller [2][5]. - The board is required to establish various committees, including an audit committee, strategic committee, nomination committee, compensation and assessment committee, and investor relations management committee, with independent directors holding a majority in certain committees [3][17]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [5][6]. - Candidates for independent director positions must meet specific qualifications, including relevant work experience and a clean legal record [6][7]. - The nomination process for independent directors requires the consent of the nominee and thorough vetting by the board's nomination committee [11][12]. Group 3: 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 [17][18]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [18][19]. - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [20][21]. Group 4: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and interactions with shareholders [37][38]. - They must continuously enhance their knowledge of securities laws and regulations to improve their effectiveness [38]. - The company is obligated to provide necessary resources and support for independent directors to fulfill their duties [39][40]. Group 5: Compensation and Insurance - The company must provide independent directors with appropriate compensation that reflects their responsibilities, which must be approved by the shareholders [46]. - A system for liability insurance for independent directors may be established to mitigate risks associated with their duties [45].

Core Points - The document outlines the independent director system of Qingdao Huijin Tong Electric Equipment Co., Ltd, emphasizing the qualifications, responsibilities, and independence required for independent directors [1][3][4] Group 1: General Provisions - The independent directors must possess substantial accounting knowledge and experience, meeting at least one of the specified criteria [1] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [3] - The company is required to have three independent directors, including at least one accounting professional [3][5] Group 2: Qualifications and Independence - Independent director candidates must demonstrate independence and not fall under specific disqualifying conditions, such as holding shares or being related to major shareholders [4][6] - Candidates must have relevant experience and knowledge of corporate operations, legal regulations, and must not have any significant negative records [8][9] Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and protecting the rights of minority shareholders [12][16] - They have the authority to independently hire external consultants for audits or advice and can propose meetings to discuss significant issues [20][21] Group 4: Meetings and Reporting - The company must hold meetings exclusively for independent directors to discuss relevant matters, and these meetings should be properly documented [17][35] - Independent directors are required to submit annual reports on their performance and the fulfillment of their duties [36]

北鼎股份共召开5次董事会会议、2次股东大会，张建军均按时出席上述会议。同时，对公司董事会审议的各项议案均投以赞成票，没有提出异议的事项，也没有反对或弃权的情形。 履历显示，张建军，1964年出生，江西九江人，毕业于安徽财贸学院商业会计专业，获学士学位，会计学硕士学位，上海财经大学会计学博士学位。1985年7月至1999年8月，任教于江西财经 2003年至今兼任深圳市市长质量奖专家委员会委员，2014年3月至今兼任中国会计学会理事，2018年3月至今兼任深圳市会计协会监事长，2019年4月至今兼任深圳市注册会计师协会监督委员 公开资料显示，张建军还于深圳市城市规划设计研究院股份有限公司（IPO终止）、万和证券股份有限公司（未上市）、银河电力集团股份有限公司（IPO辅导）处担任独立董事。其中，于银河 责任编辑：公司观察 专题：2024年度A股独立董事数据报告 经过多年发展，独立董事制度已经成为我国上市公司治理结构的重要一环，在完善公司治理结构、促进规范运作、保护中小投资者合法权益等方面发挥了积极作用。独立董事可以促进提升董事会 张建军，2024年在鹏鼎控股、欣旺达、北鼎股份3家A股上市公司担任独立董事，报酬分别为 ...

Core Viewpoint - The independent director system has become a crucial part of corporate governance in China's listed companies, contributing positively to improving governance structures, promoting standardized operations, and protecting the legitimate rights and interests of minority investors [1]. Group 1: Independent Director Compensation - Liu Qiao serves as an independent director for two A-share listed companies, China Merchants Bank and Midea Group, with total compensation amounting to 725,000 yuan, comprising 500,000 yuan from China Merchants Bank and 225,000 yuan from Midea Group [1]. Group 2: Meeting Attendance and Voting Behavior - During his tenure, Liu Qiao attended all 15 board meetings and one shareholders' meeting of China Merchants Bank, voting in favor of all resolutions without raising any objections or abstaining [2]. - Liu Qiao also attended all five board meetings and two shareholders' meetings of Shanghai Jianke, similarly voting in favor of all resolutions without any dissent [2]. Group 3: Professional Background - Liu Qiao holds a bachelor's degree in applied mathematics from Renmin University of China, a master's degree in economics from the People's Bank of China Research Institute, and a Ph.D. in economics from UCLA [2]. - He is currently the Dean of the Guanghua School of Management at Peking University and has held various academic and advisory positions, including being a member of the National Federation of Industry and Commerce Think Tank Committee [2].

Core Viewpoint - The independent director system has become a crucial part of corporate governance in China's listed companies, enhancing governance structures, promoting standardized operations, and protecting the legitimate rights of minority investors [1]. Group 1: Independent Director Activities - Gong Qiaoli served as an independent director for three A-share listed companies: *ST Xinyan, Tianrun Dairy, and Wanqing Energy, with total remuneration of 188,000 yuan [1]. - During her tenure at *ST Xinyan, the company held 8 board meetings and 4 shareholder meetings, with Gong attending all required board meetings and one shareholder meeting [1]. - At Tianrun Dairy, 9 board meetings and 4 shareholder meetings were held, with Gong attending all and voting in favor of all board resolutions without raising objections [1]. - Wanqing Energy conducted 6 board meetings and 1 shareholder meeting, with Gong attending all and similarly voting in favor of all resolutions without dissent [1]. Group 2: Educational Background - Gong Qiaoli holds a bachelor's degree in accounting from Central University of Finance and Economics and master's degrees in software engineering (financial information management) from Dalian University of Technology and accounting from Xinjiang University of Finance and Economics [1].

Core Insights - The independent director system has become a crucial part of corporate governance in China's listed companies, enhancing decision-making and protecting the rights of minority investors [1][2] Group 1: Independent Director's Role - Independent directors contribute to improving the decision-making level of the board by providing objective opinions and suggestions based on their professional knowledge [1] - Zhu Hongchao served as an independent director for two A-share listed companies, Guangming Real Estate and Shanghai Jianke, with total compensation of 287,500 yuan [1] Group 2: Meeting Attendance and Voting Behavior - During his tenure at Guangming Real Estate, Zhu attended all 9 board meetings and 3 shareholder meetings, voting in favor of all proposals without raising any objections [1] - At Shanghai Jianke, he also attended all 6 board meetings and 3 shareholder meetings, similarly voting in favor of all proposals without dissent [1] Group 3: Professional Background - Zhu Hongchao, born in December 1959, is a member of the Communist Party of China, holds a master's degree, and is a senior lawyer [1] - He has held positions as a senior partner at Shanghai United Law Firm and as an independent director for several companies, including Shanghai Baillan Group and Haitong Securities [1] Group 4: Additional Roles - In 2024, Zhu also serves as an independent non-executive director for E-House (China) Holdings Limited, with a compensation of 229,000 yuan [2]

Group 1 - The independent director system has become an important part of corporate governance in China's listed companies, enhancing decision-making and protecting the rights of minority investors [1] - Gong Qiaoli served as an independent director for three A-share listed companies in 2024, receiving total compensation of 188,000 yuan [1] - During her tenure, Gong attended all required board meetings and shareholder meetings for *ST Xinyan, Tianrun Dairy, and Wanqing Energy, voting in favor of all proposals without raising objections [1] Group 2 - Gong Qiaoli has an academic background with a bachelor's degree in accounting from Central University of Finance and Economics and master's degrees in software engineering and accounting [2] - She is currently a professor at the Accounting School of Xinjiang Finance University and serves as a mentor for MBA and master's students [2] - Gong holds positions in several companies, including Tianrun Dairy and Xinjiang Mechanical Research Institute, as well as non-listed companies [2]