中国医药健康产业股份有限公司 独立董事制度 （2025 年 8 月修订） 第一章 总则 第一条为保证中国医药健康产业股份有限公司（以下简 称"公司"）规范运作，充分发挥独立董事在公司治理中的 作用，促进独立董事尽责履职，更好地维护中小股东利益， 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》 （以下 简称" 《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》及《中国医药健康产业股份有限公司公司章程》（以 下简称"《公司章程》"）的有关规定，制订本制度。 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或实际控制人不存 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。 （五）与公司及其控股股东、实际控制人或者其各自的 附属企业有重大业务往来的人员，或者在有重大业务往来的 单位及其控股股东、实际控制人任职的人员； 第三条独立董事对公司及全 ...

Core Points - The document outlines the independent director system of Xuchang Kaipu Testing Research Institute Co., Ltd, aiming to enhance corporate governance and regulate the behavior of independent directors [1][2][3] - Independent directors are required to act independently and are not influenced by the company or its major shareholders [2][3] - The board must include at least one-third independent directors, with at least one being a qualified accounting professional [2][3][4] Group 1 - Independent directors must fulfill their duties with loyalty and diligence, protecting the overall interests of the company and the legal rights of minority shareholders [1][2] - The document specifies the qualifications and independence requirements for independent directors, including relevant work experience and absence of significant conflicts of interest [6][7][8] - Independent directors are limited to serving on a maximum of three domestic listed companies to ensure they can dedicate sufficient time and effort to their responsibilities [2][4] Group 2 - The nomination and election process for independent directors is detailed, requiring proposals from shareholders and the company board, with a focus on transparency and independence [6][7][8] - Independent directors are expected to participate actively in board decisions, provide objective advice, and monitor potential conflicts of interest [19][20] - The document mandates regular evaluations of independent directors' independence and requires them to report any issues affecting their ability to perform their duties [5][12][13] Group 3 - Independent directors must maintain communication with minority shareholders and report any significant issues to regulatory authorities if necessary [32][39] - The company is responsible for providing necessary support and resources to independent directors to facilitate their duties [35][36] - Independent directors are entitled to compensation and reimbursement for expenses incurred while performing their roles [40][41]

Core Points - The document outlines the independent director working system for Guangzhou HuanTou Yongxing Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [2][20] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][4] - The system emphasizes the importance of independent directors in decision-making, supervision, and providing professional advice to safeguard the overall interests of the company and its shareholders [3][10] Summary by Sections General Principles - The independent director system is established to improve the company's governance structure and ensure the accountability of internal directors and management [2] - Independent directors must fulfill their duties independently and are required to act in the best interests of the company and all shareholders [3][4] Appointment, Resignation, and Replacement of Independent Directors - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [5] - At least one-third of the board members must be independent directors, including at least one accounting professional [6][7] - Independent directors must meet specific qualifications and independence criteria, including having no significant relationships that could impair their judgment [9][10] Responsibilities 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][11] - They have the authority to independently hire external consultants for audits or advice and can propose the convening of shareholder meetings [18][19] Performance Assurance for Independent Directors - The company must provide independent directors with equal access to information and necessary resources to perform their duties effectively [33][35] - Independent directors are entitled to reasonable compensation, and the company may establish a liability insurance system to mitigate risks associated with their roles [39][40]

Core Points - The document outlines the independent director system of Zhejiang Fengmao Technology Co., Ltd, aiming to enhance corporate governance and protect shareholder interests [1][2][3] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [1] - 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: Appointment and Qualifications - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2] - Independent directors must meet specific qualifications, including having relevant work experience and good personal character, and must not have any significant bad credit records [2][3] Group 3: Independence Requirements - Certain individuals are prohibited from serving as independent directors, including those with close relationships to the company or its major shareholders [3][4] - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [4] 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][17] - They have special rights, including the ability to hire external consultants and propose meetings [17][18] Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [27][28] - They are required to report any issues that hinder their ability to perform their duties to the relevant authorities [13][14] Group 6: Support and Compensation - The company must provide necessary support and resources for independent directors to fulfill their responsibilities [30][31] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [34][35]

Core Points - The article outlines the independent director system for Beijing Kejingyuan Technology Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][2][3] 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 obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to protect the overall interests of the company and minority shareholders [2][3] Group 2: Independent Director Qualifications and Election - Independent directors must maintain independence and cannot be related to company personnel or major shareholders, nor can they hold significant shares in the company [3][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][5] Group 3: Duties and Powers of Independent Directors - Independent directors have specific duties, including participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][25] - They possess special powers such as hiring external consultants, proposing meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [17][25] Group 4: Communication and Reporting - Independent directors are required to communicate with the board secretary before meetings and must attend board meetings in person or delegate another independent director if unable to attend [19][20] - They must report any violations of laws or regulations and can escalate issues to regulatory bodies if necessary [28][29] Group 5: Support and Compensation for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [35][36] - Independent directors are entitled to compensation that aligns with their responsibilities, which must be approved by the board and disclosed in the annual report [41][42]

Core Points - The article outlines the governance structure and requirements for independent directors at Rihorongmei Co., Ltd, emphasizing the importance of independence and qualifications for effective oversight [4][12][22] Group 1: Independent Director Qualifications - Independent directors must have a senior professional title in economic management and at least five years of full-time work experience in accounting, auditing, or financial management [3][4] - They should possess basic knowledge of listed company operations and be familiar with relevant laws and regulations [4][6] - At least one-third of the board members must be independent directors, including at least one accounting professional [4][6] Group 2: Independence Criteria - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their independent judgment [4][5] - Individuals with significant business relationships or who have held certain positions within the company or its major shareholders are prohibited from serving as independent directors [5][6] 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 [14][15] - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of shareholder meetings [15][19] Group 4: Election and Termination - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be elected by the shareholders [8][9] - Their term coincides with that of other directors, with a maximum consecutive term of six years [11][12] Group 5: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, interactions with shareholders, and any significant issues encountered during their tenure [11][17] - They are required to disclose any dissenting opinions on board resolutions, ensuring transparency in decision-making [12][18]

Core Points - The company aims to enhance its corporate governance structure and board composition to protect the interests of minority shareholders and stakeholders while ensuring compliance with relevant laws and regulations [1][2][3] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [1][2][3] - Independent directors are required to perform their duties independently and are obligated to act in good faith and with diligence towards the company and all shareholders [1][2][3] Independent Director Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with significant relationships with the company or its major shareholders [2][3][4] - The company must conduct annual self-assessments of the independence of its independent directors and disclose the results [3][4] - The nomination of independent directors must be based on their qualifications, including relevant experience and absence of any disqualifying factors [4][5][6] 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 [11][12][13] - They have the authority to independently hire external consultants for auditing or consulting on specific company matters [11][12] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [12][13] Committees and Governance - The company can establish specialized committees such as nomination, remuneration and assessment, and strategy committees, with independent directors holding a majority in these committees [2][3][4] - The audit committee must consist of independent directors and is responsible for reviewing financial information and overseeing internal controls [26][27] - The nomination committee is tasked with proposing candidates for directors and senior management positions [27][28] Reporting and Communication - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [33][34] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [20][21][22] - Any obstacles faced by independent directors in performing their duties must be reported to the board and can be escalated to regulatory authorities if unresolved [38][39]

唯捷创芯（天津）电子技术股份有限公司 独立董事工作制度 第二章 独立董事的任职条件 唯捷创芯（天津）电子技术股份有限公司 第一章 总则 第一条 为进一步完善唯捷创芯（天津）电子技术股份有限公司（下称"公 司"）的法人治理结构，规范独立董事行为，充分发挥独立董事在公司治理中的作 用，促进提高上市公司质量，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 海证券交易所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、规范性文件及《唯捷创芯（天津）电子技术股份有限公司 章程》（以下简称"《公司章程》"）的规定，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、证券交易所 ...

上海华测导航技术股份有限公司 独立董事工作制度 上海华测导航技术股份有限公司 第一章 总则 第一条 为进一步完善上海华测导航技术股份有限公司（以下简称"公司"） 的法人治理结构，强化对内部董事及管理层的约束和监督机制，保护中小股东及 债权人利益，促进公司的规范运作，根据《中华人民共和国公司法》（以下简称 "《公司法》"）、《深圳证券交易所创业板股票上市规则》《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》《上市公司独立董 事管理办法》（以下简称"《管理办法》"）等相关法律、行政法规、部门规章、 规范性文件及《上海华测导航技术股份有限公司章程》 （以下简称"《公司章程》"） 的有关规定，结合公司实际情况，制定本制度。 第二条 独立董事是指不在公司担任除董事之外的其他职务，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。 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，其中至少包 括一名会计专业人士。会计专业人士指具备丰富的会计专业知识和经验，并至少 符合下列条件之一：（1）具备注册会计师资格；（2）具有会计、审计 ...

福建省燕京惠泉啤酒股份有限公司 独立董事工作制度 第五条 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。 第一章 总则 以会计专业人士身份被提名为独立董事候选人的，应当具备丰富的会计专业知 识和经验，并至少符合下列条件之一： 第一条 为进一步完善福建省燕京惠泉啤酒股份有限公司（以下简称"公司"） 治理结构，规范独立董事行为，充分发挥独立董事在公司治理中的作用，根据《公 司法》、《证券法》、《上市公司独立董事管理办法》、《上海证券交易所上市公司自律 监管指引第 1 号——规范运作》等有关法律、法规和《公司章程》的规定，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。 （一）具有注册会计师资格； （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。 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 ...