独立董事工作制度 武汉凡谷电子技术股份有限公司 独立董事工作制度 （2025 年 8 月修订） 第一章 总 则 第一条 为了进一步完善公司治理结构，维护公司整体利益，提高公司决策 的科学性和民主性，根据《公司法》《上市公司独立董事管理办法》《深圳证券 交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》和《武汉凡谷 电子技术股份有限公司章程》（以下简称"《公司章程》"）等有关规定，制定 本制度。 第二条 本制度所称独立董事是指不在公司担任除董事外的其他职务，并与 公司及公司主要股东、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。 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。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照相关法 律法规、本制度和《公司章程》的要求，认真履行职责，维护公司整体利益，保 护中小股东合法权益。 第四条 公司设独立董事 3 名，其中包括 1 名会计专业人士。 公司董事会下设审计、战略、提名、薪酬与考核等相关专门委员会。公司董 事会审计委员会成员应为不在公司担任高级管理人员的董事，其中独 ...

Core Points - The article outlines the independent director system of Fujian Shengnong Development Co., Ltd., emphasizing the importance of independent directors in safeguarding the interests of all shareholders, particularly minority shareholders [1][2][3] Summary by Sections General Principles - The independent director system is established to ensure the company's standardized operation and protect the legitimate rights and interests of shareholders [1][2] - 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 [2][3] Responsibilities and Duties - Independent directors are required to attend board meetings, understand the company's operations, and actively participate in decision-making processes [3][19] - They have the authority to independently hire intermediaries for auditing or consulting on specific matters [19][20] Independence Requirements - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][13] - The company must ensure that independent directors account for at least one-third of the board members, with specific qualifications for accounting professionals [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 [13][14] - The company must disclose any objections raised by the Shenzhen Stock Exchange regarding independent director candidates [12][14] Performance and Evaluation - Independent directors are required to submit annual reports detailing their attendance and participation in board activities [32][33] - The company must provide necessary support and resources for independent directors to fulfill their responsibilities effectively [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors while performing their duties [38][39] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [40]

宁夏晓鸣农牧股份有限公司 独立董事制度 二〇二五年八月 宁夏晓鸣农牧股份有限公司独立董事制度 宁夏晓鸣农牧股份有限公司独立董事制度 第一章 总则 第一条 为进一步完善宁夏晓鸣农牧股份有限公司（以下简称"公司" ）治理 结构，促进公司规范运作，明确独立董事的职责权限，保证独立董事依法行使职 权，公司根据《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》 （以下简称"《证券法》"）、中国证券监督管理委员会（以下简称"中 国证监会"） 《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》及深圳证券交易所发布的《深圳证券交易所创业板股票上市规则》 （以下简称"《上市规则》"）、《深圳证券交易所上市公司自律监管指引第 2 号— —创业板上市公司规范运作》 （以下简称"《规范运作》"）等法律、行政法规、部 门规章、规范性文件和公司章程的规定，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与其所受聘的 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 独立董事对公司及全体股 ...

Core Points - The article outlines the independent director system of Shanghai Hehui Optoelectronics Co., Ltd, aimed at improving corporate governance and protecting the interests of minority shareholders and stakeholders [1][2]. Group 1: General Principles - The 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][2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [1][2]. Group 2: Independence and Qualifications - The board of directors must have three independent directors, including at least one accounting professional [2]. - Independent directors must meet specific independence criteria, including not having close relationships with major shareholders or the actual controller of the company [3][4]. - Candidates for independent directors must possess relevant qualifications, including at least five years of experience in law, accounting, or economics [6][8]. 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 [20][21]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholder meetings [21][22]. Group 4: Meetings and Reporting - Independent directors must attend board meetings in person and can only delegate their attendance under specific circumstances [12][13]. - They are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [36][37]. Group 5: Legal Responsibilities - Independent directors are liable for any economic losses caused to the company due to their unauthorized departure from their duties [44]. - They must sign board resolutions and are responsible for ensuring compliance with laws and regulations [45][46].

Core Points - The document outlines the independent director system for Shanghai Hehui Optoelectronics Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] - 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][2] - The proportion of independent directors on the board must be no less than one-third, including at least one accounting professional [2][3] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles according to relevant laws and regulations [2][3] - Independent directors must avoid situations that could compromise their independence and must disclose any conflicts of interest [2][4] - The company must establish committees such as the audit committee, nomination committee, and compensation committee, with independent directors holding a majority in these committees [2][3] Group 2 - To qualify as an independent director, candidates must meet specific criteria, including relevant work experience and a clean personal record [3][4] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] - Independent directors are required to conduct annual self-assessments of their independence and report their findings to the board [5][6] Group 3 - The nomination and election process for independent directors involves proposals from the board or shareholders, with a requirement for transparency and consent from nominees [7][8] - Independent directors must attend board meetings and can only be absent with prior review of materials and delegation of authority to another independent director [12][13] - The independent directors have specific rights, including the ability to hire external advisors and propose meetings to address significant issues [20][21] Group 4 - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [19][20] - The company is responsible for providing necessary resources and support to independent directors to fulfill their duties effectively [38][39] - Compensation for independent directors must be approved by the board and disclosed in the company's annual report [43][44]

深圳市必易微电子股份有限公司 独立董事工作制度 深圳市必易微电子股份有限公司 独立董事工作制度 第一章 总则 第一条 为完善深圳市必易微电子股份有限公司（以下简称 "公司"）的治 理结构，更好地维护中小股东利益，有效规避公司决策风险，促进公司的规范运作， 根据《中华人民共和国证券法》（以下简称"《证券法》"）《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》《深圳市必易 微电子股份有限公司章程》（以下简称"《公司章程》"）及其它有关法律、法规 和规范性文件，制订本制度。 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，并与其所受聘 的公司及其主要股东、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。独立董事应当独立、公正地履行职责，不受公 司及其主要股东、实际控制人等单位或个人的影响。 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、《公司章程》和本工作制度的要求，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，尤其要关注中小股东的合法 权益不受损害。独立董事应当独立履行 ...

Core Points - The document outlines the rules for the board of directors of Shenzhen Biyimi Microelectronics Co., Ltd, aiming to enhance corporate governance and decision-making processes [1][2][3] Group 1: General Principles - The rules are established to improve the governance structure and decision-making procedures of the company [1] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] Group 2: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and decide on business plans and investment proposals [4][5] - The board must adhere strictly to the powers granted by the shareholders' meeting and the company's articles of association [4] Group 3: Board Composition - The board consists of 7 directors, including 3 independent directors, and is led by a chairman elected by a majority of the board [10][11] - Directors must meet specific qualifications and cannot hold positions that conflict with their duties [12][13] Group 4: Board Meetings - The board must hold at least two meetings annually, with provisions for special meetings under certain conditions [13][14] - Meeting notifications must include essential details such as date, location, and agenda [28][29] Group 5: Voting Procedures - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [21][23] - The board must maintain detailed records of meetings, including attendance and voting outcomes [27][28]

Core Points - The article outlines the independent director system for Zhejiang George White Clothing Co., Ltd., aiming to enhance corporate governance and protect the interests of shareholders and stakeholders [2][19] - 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 [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 1: Independent Director Qualifications - Independent directors must possess relevant knowledge of corporate operations and have at least five years of experience in law, accounting, or economics [8][12] - Candidates for independent directors must not have any significant negative records, such as recent securities violations or major credit issues [4][5] - Independent directors can serve on the boards of a maximum of three domestic companies to ensure they can fulfill their responsibilities effectively [4][8] Group 2: 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 [23][24] - They have the authority to propose the convening of temporary shareholder meetings and to request board meetings [32][34] - Independent directors must attend board meetings in person and can delegate their voting rights if unable to attend [27][28] Group 3: Independence and Evaluation - Independent directors must maintain their independence and undergo annual self-assessments regarding their independence status [11][12] - The board is required to evaluate the independence of its directors annually and disclose the results alongside the annual report [11][12] - If an independent director fails to meet independence criteria, they must resign immediately, and the company must fill the vacancy within 60 days [9][10] Group 4: Communication and Reporting - The company must establish effective communication mechanisms between independent directors and minority shareholders [34][35] - Independent directors are required to submit annual reports detailing their attendance at meetings and their engagement with the company [35][36] - The company must provide necessary resources and support to independent directors to facilitate their duties [39][40]

General Principles - The independent director system aims to standardize the behavior of independent directors, improve corporate governance structure, and protect the legitimate rights and interests of all shareholders, especially minority shareholders [2][3] - Independent directors are defined as directors who do not hold any other positions in the company and have no direct or indirect interests that may hinder their independent judgment [3][4] Appointment and Qualifications - The company will appoint two independent directors, including at least one accounting professional [4] - Independent directors must meet specific qualifications, including having no significant bad credit records and relevant work experience [5][8] Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with significant relationships with the company or its major shareholders [5][6] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [6] Nomination and Election Process - The board or shareholders holding more than 1% of the company's shares can propose candidates for independent directors [10][11] - The election of independent directors must follow a cumulative voting system, ensuring that minority shareholders' votes are counted separately [16][17] 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 [22][23] - They must attend a minimum of 15 days of on-site work annually and actively engage with management and shareholders [11][12] Reporting and Documentation - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with shareholders [18][19] - The company must maintain records of independent directors' activities for at least ten years [20][21] Support and Compensation - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their duties [37][39] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [43][44]

Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Guangdong Deguan Film New Materials Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring corporate compliance with laws and regulations [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are required to fulfill their duties with loyalty and diligence, participating in decision-making and providing professional advice to protect the overall interests of the company and minority shareholders [2][3]. Group 2: Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with significant relationships or interests in the company [4][5]. - The board must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Group 3: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][11]. - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [10][11]. Group 4: Communication and Reporting - Independent directors must maintain open communication with the board and management, ensuring they receive timely and adequate information to perform their duties effectively [18][19]. - They are required to submit annual reports detailing their performance and responsibilities to the shareholders [36]. Group 5: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their roles, including access to information and professional advice [17][18]. - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [43].