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迪普科技: 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:35
杭州迪普科技股份有限公司 独立董事工作制度 第一章 总 则 第一条 为进一步完善公司的治理结构,促进公司的规范运作,根据《上市公司治理 准则》《上市公司独立董事管理办法》(以下简称"《独立董事办法》")《深圳证券 交易所创业板股票上市规则》(以下简称"《创业板上市规则》")《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》等法律、法规、规章、规范 性文件及《杭州迪普科技股份有限公司章程》(以下简称"《公司章程》"),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 的关系的董事。 第三条 独立董事对公司及全体股东负有诚信与勤勉的义务,独立董事须按照相关 法律、法规、规章、规范性文件及《公司章程》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,保护中小股东合法权益。 公司股东间或者董事间发生冲突、对公司经营管理造成重大影响的,独立董事应当主 动履行职责,维护公司整体利益。 第四条 独立董事应当确保有足够的时间和精力有效地履行独立董事 ...
和胜股份: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-04 16:23
广东和胜工业铝材股份有限公司 为进一步完善广东和胜工业铝材股份有限公司(以下简称"公司")的法人 治理结构,强化对董事会及管理层的约束和监督制度,更好地维护中小股东的利 益,促进公司的规范运作,根据《中华人民共和国公司法》(以下简称"《公司 法》")、《中华人民共和国证券法》(以下简称"《证券法》")《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》(以下简称 "《规范运作指引》")、《深圳证券交易所股票上市规则》、《上市公司治理准则》 等法律、行政法规、规范性文件和《广东和胜工业铝材股份有限公司章程》(以 下简称"《公司章程》")的有关规定,以及中国证券监督管理委员会(以下简 称"中国证监会") 颁布的《上市公司独立董事管理办法》(以下简称"《管 理办法》"), 制定本制度。 第一章 总则 第七条 公司所聘独立董事应具有独立性,下列人员不得担任独立董事: (一)在公司或者其附属企业任职的人员及其直系亲属和主要社会关系; (二)直接或间接持有公司已发行股份1%以上或者是公司前十名股东中的 自然人股东及其配偶、父母、子女; 第一条 独立董事是指不在公司担任除董事外的其他职务,并与其所受聘 ...
锦富技术: 独立董事制度
Zheng Quan Zhi Xing· 2025-08-04 16:23
苏州锦富技术股份有限公司 第一章 总 则 第一条 为进一步完善苏州锦富技术股份有限公司(以下简称"公司"或"本 公司")治理结构,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》")、《上市公司治理准则》、《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》及《上市公司独立董事管理办 法》等有关法律、法规、规范性文件和《苏州锦富技术股份有限公司章程》(以 下简称"《公司章程》")的有关规定,特制定本制度。 第二章 一般规定 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。 第三条 独立董事对公司及全体股东负有诚信与勤勉义务。 独立董事应当认真履行职责,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职责,不受公司主要股东、实际控制人或者与公司及 其主要股东、实际控制人存在利害关系的单位或个人的影响。 第四条 本公司聘任的独立董事原则上最多在三家境内上市公司兼任独立 董事,并确保有足够的时间和精力有效地履行独立董事的职责。 ...
丰立智能: 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-04 16:22
浙江丰立智能科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善浙江丰立智能科技股份有限公司(以下简称"公司") 治理结构,改善董事会结构,强化对非独立董事及经理层的约束和监督机制,保 护中小股东及利益相关者的利益,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》")、《中华人民共和国证券法》、《上市公司 独立董事管理办法》、《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》等法律、法规、 规范性文件和《浙江丰立智能科技股份有限公司章程》(以下简称"公司章程") 的规定,制定本工作制度。 第二条 独立董事是指不在上市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东负有诚信与勤勉义务。独立董事应当按 照相关法律规定和公司章程的要求,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,保护中小股东合法权益。 独立董事应当独立履行职责,不受公司主要股 ...
正海生物: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-04 16:22
General Principles - The purpose of the independent director system is to standardize the behavior of independent directors and clarify the rights and responsibilities between the company and independent directors, based on relevant laws and regulations [1] - 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] Independence and Qualifications - The board of directors must include three independent directors, with at least one being a professional accountant [2] - Individuals who have direct or indirect interests in the company, such as major shareholders or their relatives, are prohibited from serving as independent directors [2][3] Nomination and Election - Independent director candidates can be proposed by the board of directors or shareholders holding at least 1% of the company's shares, and must be elected by the shareholders' meeting [4][5] - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and background [5][6] 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 [18][19] - They have special rights, including the ability to hire external consultants and propose meetings [19][20] Rights and Obligations - The company must provide necessary working conditions and support for independent directors to fulfill their duties [16][17] - Independent directors are entitled to the same rights as other directors, including access to information and resources [16][17] Reporting and Accountability - Independent directors must submit an annual report detailing their activities, including attendance at meetings and communication with shareholders [28][29] - They are required to maintain confidentiality regarding company secrets even after their term ends [38][39]
惠通科技: 独立董事工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Points - The independent directors of Yangzhou Huitong Technology Co., Ltd. are required to perform their duties in accordance with relevant laws, regulations, and the company's articles of association, ensuring the protection of the overall interests of the company and the legal rights of minority shareholders [2][5][12] - Independent directors must maintain their independence and avoid conflicts of interest, and they are required to disclose any situations that may affect their independence [2][10][12] - The company must have at least one-third of its board members as independent directors, including at least one accounting professional [2][5][12] Governance Structure - The company establishes specialized committees within the board, such as the audit committee, nomination committee, and remuneration and assessment committee, with independent directors holding a majority in these committees [3][12][26] - Independent directors are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice to enhance the board's decision-making capabilities [20][26] Qualifications and Independence - Independent directors must not hold any other positions within the company and must not have any direct or indirect interests that could affect their independent judgment [5][10] - Candidates for independent directors must meet specific qualifications, including professional accounting knowledge and relevant work experience [6][10] Appointment and Termination - Independent directors can be nominated by shareholders holding more than 1% of the company's issued shares, and their appointment must be approved by the shareholders' meeting [13][15] - Independent directors can serve a maximum of six consecutive years, and there are specific conditions under which they may be removed or resign [14][16] Responsibilities and Rights - Independent directors have the right to independently hire external advisors and must report their independent opinions to the board [17][20] - They are required to actively participate in board meetings and specialized committee meetings, and their opinions must be documented and disclosed [19][21] Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to relevant information and communication channels [30][34] - Independent directors are expected to maintain regular communication with the company's management and internal audit teams to stay informed about the company's operations [32][34]
倍轻松: 深圳市倍轻松科技股份有限公司独立董事工作制度(2025年7月)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Viewpoint - The document outlines the independent director working system of Shenzhen Beike Technology Co., Ltd., emphasizing the importance of independent directors in corporate governance and the protection of shareholders' rights, particularly for minority shareholders [1][2]. General Provisions - 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]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2]. Qualifications of Independent Directors - Candidates for independent directors must meet various legal and regulatory requirements, including having no recent legal violations or significant negative records [5][6]. - Independent directors should possess relevant professional knowledge and experience, with a minimum of five years in legal, accounting, or economic fields [8][9]. Nomination, Election, and Replacement - The nomination of independent directors can be initiated by the board, audit committee, or investor protection organizations, ensuring no conflicts of interest [11][12]. - Independent directors serve a term aligned with other board members, with a maximum continuous service of six years [15][16]. Responsibilities and Performance - 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 have special rights, including the ability to hire external consultants and propose meetings [19][20]. Performance Assurance - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [31][32]. - Independent directors are entitled to equal access to information and should be informed of company operations regularly [32][33]. Reporting and Documentation - Independent directors must submit annual reports detailing their activities, including attendance at meetings and interactions with shareholders [30][31]. - The company is required to maintain records of independent directors' activities for at least ten years [13][14].
XD凯赛生: 独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:36
Core Points - The document outlines the independent director system of Shanghai Kaisa Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] Chapter Summaries Chapter 1: General Principles - The independent director system is established to improve the governance structure of the company and ensure the protection of minority shareholders' rights [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] Chapter 2: Qualifications for Independent Directors - Basic qualifications for independent directors include legal eligibility, independence, knowledge of company operations, and relevant work experience [2] - Candidates must not have any significant negative records in the past 36 months related to securities violations or other misconduct [2] Chapter 3: Independence of Directors - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Chapter 4: Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding more than 1% of shares, requiring majority approval at the shareholders' meeting [5] - The company must disclose detailed information about independent director candidates before the shareholders' meeting [6][7] Chapter 5: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [8][9] - They have the authority to hire external consultants for audits or inquiries into specific matters [9][10] Chapter 6: Special Meetings of Independent Directors - The company must hold regular or ad-hoc meetings exclusively for independent directors to discuss relevant issues [12][13] Chapter 7: Obligations of Independent Directors - Independent directors must maintain independence and report any conflicts of interest or issues affecting their ability to perform their duties [14][15] - They are required to keep detailed records of their activities and interactions related to their responsibilities [15][16] Chapter 8: Rights of Independent Directors and Company Obligations - The company must ensure independent directors have equal access to information and necessary resources to perform their duties [16][17] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [17] Chapter 9: Supplementary Provisions - The independent director system must comply with national laws and regulations, and any conflicts with future regulations will be resolved in favor of the latter [18][19]
精研科技: 独立董事制度
Zheng Quan Zhi Xing· 2025-08-01 16:35
Core Points - The document outlines the governance structure and operational guidelines for Jiangsu Jingyan Technology Co., Ltd, focusing on the role and responsibilities of independent directors [1][20] - It emphasizes the importance of independent directors in maintaining objectivity and protecting the interests of minority shareholders [2][3] Group 1: General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2][3] - The company is required to have three independent directors, making up at least one-third of the board, with at least one being a professional accountant [2][3] Group 2: Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a clean personal record [6][8] - Certain individuals, such as those with significant shareholding or familial ties to major shareholders, are prohibited from serving as independent directors [3][4] Group 3: Nomination and Election of Independent Directors - The board and shareholders holding more than 1% of shares can propose candidates for independent directors, ensuring no conflicts of interest [6][7] - The election process must be transparent, with all relevant candidate information disclosed to shareholders [10][11] Group 4: Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants for audits and can propose meetings to address significant issues [18][19] Group 5: Performance and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [31][32] - They are required to maintain detailed records of their activities and decisions, which must be preserved for at least ten years [16][29] Group 6: Support and Resources for Independent Directors - The company must provide necessary resources and support to independent directors, ensuring they have access to relevant information and can effectively perform their duties [33][34] - Independent directors should be informed of company operations regularly and have the right to request additional information as needed [35][36]
津投城开: 津投城开独立董事制度(修订稿)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the independent director system for Tianjin Jintou Urban Development Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4] 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 [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][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including legal eligibility, independence, relevant experience, and good personal character [4][6] - Individuals with certain relationships or interests in the company 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 [15][16] - They have special powers, including hiring external consultants, calling for shareholder meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [15][16] Group 4: Performance and Reporting - Independent directors must attend board meetings and can only miss meetings under specific circumstances, with a requirement to submit a written resignation report if they resign [18][19] - They are required to submit an annual performance report detailing their activities and interactions with shareholders and management [12][13] Group 5: Support and Resources - The company must provide necessary support and resources for independent directors to perform their duties effectively, including access to information and communication with management [29][30] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [34]