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金逸影视: 独立董事年报工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The document outlines the work system for independent directors at Guangzhou Jinyi Media Corporation, emphasizing their role in the preparation and disclosure of the annual report, as well as their responsibilities in ensuring compliance with relevant regulations and protecting the interests of minority shareholders [2][4]. Group 1: Responsibilities of Independent Directors - Independent directors are required to actively participate in training organized by regulatory bodies regarding annual report requirements [2]. - They must listen to reports on the company's annual operations and significant matters, providing feedback and suggestions [3]. - Independent directors are responsible for reviewing the annual audit arrangements and related materials before the audit begins [3][6]. Group 2: Communication and Reporting - The management must report the company's operational status and significant financing activities to independent directors within 15 days after the end of each fiscal year [3]. - Independent directors should meet with the annual audit accountants to discuss the audit plan and any issues discovered during the audit process [6][7]. - They are required to prepare and disclose an annual performance report that highlights their duties, focusing on internal controls and the protection of minority shareholders' rights [4][6]. Group 3: Compliance and Oversight - Independent directors must ensure that the company discloses all necessary information in the annual report and may independently hire external audit firms if there are disagreements on specific matters [6][7]. - They are obligated to maintain confidentiality during the annual report preparation and must not trade company shares within specified periods [7]. - The company must provide necessary conditions for independent directors to perform their duties effectively, and any obstruction must be reported to the board and relevant regulatory authorities [5][7].
金健米业: 金健米业独立董事提名人声明与承诺(吴静桦)
Zheng Quan Zhi Xing· 2025-06-30 16:34
Core Viewpoint - The nomination of Mr. Wu Jinghua as an independent director candidate for the ninth board of Jin Jian Rice Industry Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence criteria as per relevant regulations [1][2][3]. Summary by Sections Nomination and Qualifications - Mr. Wu Jinghua has been nominated as an independent director candidate and has agreed to take on this role, having a solid understanding of the company's operations and relevant legal frameworks [1]. - The nominee possesses over five years of experience in legal, economic, accounting, financial, or management fields necessary for fulfilling independent director responsibilities [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not have any relationships that could affect independence, such as being an employee or having significant shareholding in the company or its major shareholders [2][3]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [4]. Additional Conditions - The nominee has not been dismissed from previous independent director roles due to absence from board meetings [4]. - The nominee's concurrent roles as an independent director in domestic listed companies do not exceed three, ensuring compliance with regulatory limits [4].
五矿新能: 独立董事提名人声明与承诺
Zheng Quan Zhi Xing· 2025-06-30 16:33
Core Points - The board of directors of Minmetals New Energy Materials (Hunan) Co., Ltd. has nominated Ma Cheng, Rao Yulei, and Zeng Huixiang as independent director candidates for the third board of directors [1][2] - The nominees have been assessed for their qualifications, including professional background, education, and work experience, and have agreed to serve as independent directors [1][3] - The nominees meet the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][2] Summary by Sections Nomination and Qualifications - The nominees have been thoroughly vetted and possess the necessary qualifications to serve as independent directors, including over five years of relevant work experience in law, economics, accounting, finance, or management [1][2] - Rao Yulei and Zeng Huixiang have completed the required training and obtained certification recognized by the stock exchange, while Ma Cheng has committed to completing the training [1][2] Independence Criteria - The nominees do not have any relationships that could affect their independence, such as being employed by the company or holding significant shares [1][2] - They have no adverse records, such as administrative penalties or criminal charges from the China Securities Regulatory Commission in the past 36 months [2] Additional Information - The nomination committee has confirmed that the nominees do not have any conflicts of interest and have passed the qualification review [3] - The company guarantees that the information provided is true, complete, and accurate, with no misleading statements [3]
福立旺: 第三届董事会提名委员会关于第四届董事会独立董事候选人的审查意见
Zheng Quan Zhi Xing· 2025-06-30 16:33
规章与规则,其任职资格、教育背景、工作经历、业务能力符合公司独立董事任 职要求。 因此,我们同意提名刘琼先生、郭龙华先生、张征轶女士为公司第四届董事 会独立董事候选人,其中郭龙华先生为会计专业人士,并同意将该事项提交公司 董事会审议。 福立旺精密机电(中国)股份有限公司 提名委员会 董事会独立董事候选人的审查意见 根据《中华人民共和国公司法》(以下简称《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》《上海证券交易所科创板股票上市规 则》《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》(以 下简称《规范运作》)等法律法规、规范性文件以及《福立旺精密机电(中国) 股份有限公司章程》等相关规定,福立旺精密机电(中国)股份有限公司(以下简 称"公司")第三届董事会提名委员会对公司第四届董事会独立董事候选人的任 职资格进行了审核,并出具如下审查意见: 轶女士的个人履历等相关资料,其中郭龙华先生为会计专业人士,上述独立董事 候选人未持有公司股份,不存在《公司法》中规定的不得担任公司独立董事的情 形,不存在被中国证监会确定为市场禁入者且尚在禁入期的情形,也不存在被证 券交易所公开认定不 ...
金健米业: 金健米业第九届董事会第四十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:28
Group 1 - The board of directors of Jin Jian Rice Industry Co., Ltd. held its 40th meeting on June 27, 2025, to discuss several key proposals [1][2] - The board approved the proposal to amend the company's articles of association and abolish the supervisory board, transferring its powers to the audit committee of the board [1][2] - The proposal to supplement an independent director, Mr. Wu Jinghua, was also approved, pending approval from the upcoming shareholders' meeting [2][3] Group 2 - The board reviewed and approved a proposal for new daily related transactions with a subsidiary of the company's indirect controlling shareholder, with an estimated value not exceeding RMB 7.5 million (excluding tax) [3][4] - The board also approved the adjustment of the transaction entity for certain daily related transactions due to business adjustments by a related party, maintaining the expected transaction amount unchanged [4][5] - A decision was made to hold the company's second extraordinary shareholders' meeting on July 17, 2025 [5] Group 3 - Mr. Wu Jinghua, the independent director candidate, has a Ph.D. in financial management and relevant qualifications, with no conflicts of interest with the company [6]
艾迪药业: 艾迪药业独立董事候选人声明与承诺-胡文言
Zheng Quan Zhi Xing· 2025-06-27 16:51
Core Points - The candidate, Hu Wenyuan, has been nominated as an independent director for Jiangsu Aidi Pharmaceutical Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate possesses over five years of relevant experience in biopharmaceutical research, law, economics, accounting, finance, and management [1] - The candidate meets the legal and regulatory requirements for independent directors as outlined by various Chinese laws and regulations [1] - The candidate declares independence and does not fall under any disqualifying conditions related to family ties, shareholding, or business relationships with the company [1][3] - The candidate has no adverse records in the last 36 months, including no administrative or criminal penalties from the China Securities Regulatory Commission [2][3] - The candidate has not been disqualified from serving as an independent director due to attendance issues in previous roles [3] - The candidate has participated in training and holds relevant certification recognized by the stock exchange [6] - The candidate commits to adhering to laws, regulations, and the rules of the Shanghai Stock Exchange while ensuring sufficient time and effort to fulfill his duties [4]
新世界: 新世界独立董事制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-27 16:50
第一章 总则 第一条 按照建立现代企业制度的要求,进一步完善新世界股份有限公司(以下 简称"公司")治理结构,促进公司的规范运作,维护公司整体利益,提高公司决 策的科学性和民主性,根据《中华人民共和国公司法》(以下简称"《公司 法》")、《上市公司独立董事管理办法》、《上市公司治理准则》和《上海新世 界股份有限公司章程》(以下简称"《公司章程》")的有关规定,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 判断的关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,并应当按照相关法律 法规、中国证券监督管理委员会(以下简称"中国证监会")规定、上海证券交易 所业务规则和公司章程的规定,认真履行职责,在董事会中发挥参与决策、监督制 衡、专业咨询作用,维护公司整体利益,保护中小股东合法权益。 独立董事应当独立履行职责,不受公司及其主要股东、实际控制人等单位或者 个人的影响。 独立董事应当重点关注公司的关联交易、对外担保、募集资金使用、社会公众 股股东保护、重大资产重组、重大投融资活动、董事和 ...
富祥药业: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-27 16:48
Core Viewpoint - The document outlines the governance structure and operational guidelines for Jiangxi Fuxiang Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in protecting the interests of minority shareholders and ensuring the company's compliance with relevant laws and regulations [3][4][5]. Group 1: Governance Structure - The company aims to improve its governance structure by enhancing the board's composition and strengthening the oversight of non-independent directors and management [3]. - Independent directors are defined as those who do not hold any other positions within the company and have no significant relationships that could affect their impartial judgment [4][5]. - At least one-third of the board members must be independent directors, including at least one with accounting expertise [5][6]. Group 2: Responsibilities and Rights of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the right to independently hire external consultants for audits or investigations and can propose the convening of extraordinary shareholder meetings [11][18]. - Independent directors must disclose their dissenting opinions on board resolutions, ensuring transparency and accountability [20][21]. Group 3: Appointment and Termination - Independent directors can be nominated by the board or shareholders holding at least 1% of the company's shares, with a cumulative voting system for elections [10][11]. - Their term aligns with that of other directors but cannot exceed six consecutive years [14]. - If an independent director resigns, the company must fill the vacancy within 60 days to maintain the required proportion of independent directors [10][14]. Group 4: Compliance and Reporting - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [7]. - They must submit an annual performance report to the shareholders' meeting, detailing their attendance and participation in board activities [20][21]. - The company is obligated to provide independent directors with necessary resources and support to fulfill their duties effectively [23][24].
锦江在线: 锦江在线独立董事专门会议制度
Zheng Quan Zhi Xing· 2025-06-27 16:26
Core Points - The article outlines the establishment of a specialized meeting system for independent directors of Shanghai Jinjiang Online Network Service Co., Ltd to enhance corporate governance and ensure the interests of minority shareholders are considered [1][2][5] Group 1: Meeting Structure and Procedures - The specialized meeting of independent directors is defined as a meeting attended solely by independent directors, focusing on independent discussions and forming opinions from the perspective of the company and minority shareholders [1] - The specialized meeting must be held at least once a year, and can be convened by the meeting organizer or upon the proposal of more than half of the independent directors [2] - A quorum for the meeting requires the presence of more than half of the independent directors, with non-independent directors and relevant personnel allowed to attend but without voting rights [2][5] Group 2: Voting and Decision-Making - Voting at the specialized meeting is conducted on a one-vote-per-person basis, using methods such as on-site voting, written voting, or other legally permitted methods [2] - Independent directors must personally attend the meeting unless special circumstances arise, in which case they can delegate another independent director to attend and vote on their behalf [3] - Certain matters must be discussed and approved by a majority of independent directors before being submitted to the board for consideration, including related party transactions and changes to commitments [3][4] Group 3: Documentation and Reporting - The meeting must be documented accurately, reflecting the opinions of the independent directors, and these records must be signed by the independent directors [4] - Independent directors are required to submit an annual report to the company's annual shareholders' meeting, detailing the work of the specialized meetings [4][5] - The company must provide necessary working conditions and support for the independent directors to fulfill their responsibilities, including access to operational information and resources for conducting investigations [5]
南华期货: 南华期货股份有限公司独立董事工作制度(草案)
Zheng Quan Zhi Xing· 2025-06-27 16:26
南华期货股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善公司治理结构,切实保护股东的利益,促进公司规范 运作,根据《中华人民共和国公司法》(以下简称"《公司法》")、《上市公 司独立董事管理办法》(以下简称"《管理办法》")、《上市公司治理准则》、 上海证券交易所相关业务规则、《香港联合交易所有限公司证券上市规则》(以 下简称"《联交所上市规则》")等有关法律、法规、规范性文件以及《南华期 货股份有限公司章程》(以下简称"《公司章程》")的有关规定,特制定本制 度。 第二条 公司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 主要股东、实际控制人不存在直接或间接利害关系,或者其他可能影响其进行独 立客观判断的关系的董事。本制度中"独立董事"的含义与《联交所上市规则》 中"独立非执行董事"的含义一致,独立董事须同时符合《联交所上市规则》要 求的独立性。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,应当按照法律、 行政法规、中国证券监督管理委员会(以下简称"中国证监会")规定、公司股 票上市地证券监管规则和《公司章程》的规定,认真履行职责,在董事会中发挥 参与决策、监督制衡、专业 ...