Core Points - The document outlines the regulations and responsibilities of independent directors at Hengshuo Semiconductor (Hefei) Co., Ltd, emphasizing their role in protecting the interests of all shareholders, especially minority shareholders [1][2][3] Group 1: Independent Director Qualifications - 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] - Candidates for independent directors must possess relevant qualifications, including a minimum of five years of experience in law, accounting, or economics [2][3] - Independent directors should not have any significant negative records, such as recent legal penalties or investigations related to securities [3] Group 2: Independence and Responsibilities - Independent directors must maintain independence and cannot have close relationships with major shareholders or the company's management [4][5] - They are required to participate in board decisions, provide objective advice, and supervise potential conflicts of interest [16][17] - Independent directors have the authority to hire external consultants for audits or advice and can propose meetings to address significant issues [16][17] Group 3: Appointment and Termination - The company must have at least three independent directors, making up no less than one-third of the board [2][5] - Independent directors serve terms aligned with other board members, with a maximum consecutive term of six years [12][13] - The company must promptly disclose reasons for any termination of independent directors [14][15] Group 4: Communication and Reporting - Independent directors are required to communicate regularly with minority shareholders and report on their activities and findings [31][32] - They must submit annual reports detailing their attendance at meetings and their engagement with the company's operations [32][33] - The company is responsible for providing necessary resources and support to independent directors to fulfill their duties effectively [34][35]

Core Points - The document outlines the working rules for independent directors of Shanghai Haixin Group Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [2][3][4] Group 1: General Provisions - The purpose of the rules is to improve the corporate governance structure and standardize the behavior of independent directors [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] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must act in the overall interest of the company [2][3] Group 2: Independence and Qualifications - The company must appoint an appropriate number of independent directors, with at least one being a professional accountant, and independent directors must constitute no less than one-third of the board [3][4] - Specific individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] - Independent directors must possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [5][6] Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [11] - The nomination process requires the consent of the candidates and a thorough review of their qualifications [12][13] - Cumulative voting is required when electing multiple independent directors, with separate counting for minority shareholders [8][11] Group 4: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They must attend board meetings in person or delegate their voting rights to other independent directors if unable to attend [20][21] - Independent directors have the right to hire external advisors for auditing or consulting on specific matters [18][19] Group 5: Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [34][35] - The company is required to provide necessary support and resources for independent directors to fulfill their duties effectively [36][37] - Independent directors must maintain detailed records of their activities and communications related to their responsibilities [16][18]

Core Points - The document outlines the independent director system of Guotai Xindian Software Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2][3] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][2][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4][5] Summary by Sections General Principles - The independent director system is established to improve corporate governance and protect minority shareholders' rights [1] - Independent directors are defined as those who do not hold other positions in the company and have no significant relationships that could affect their judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, particularly focusing on protecting minority shareholders' rights [2][10] - They are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice [10][20] Qualifications and Independence - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant conflicts of interest [7][10] - The document specifies conditions under which individuals cannot serve as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5] Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, and must be approved by the shareholders' meeting [12][13] - The nomination process requires thorough vetting of candidates' qualifications and independence [13][14] Term and Dismissal - Independent directors serve terms aligned with other board members, with a maximum continuous service of six years [17][19] - The company must promptly disclose reasons for any early termination of an independent director's position [19] Special Rights and Meetings - Independent directors have the right to independently hire external consultants and propose meetings to address significant issues [21][22] - Regular meetings of independent directors are mandated to ensure effective communication and decision-making [34][35] Support and Resources - The company is required to provide necessary resources and support for independent directors to fulfill their duties effectively [43][44] - Independent directors should have equal access to information as other board members to ensure informed decision-making [44][46] Reporting and Accountability - Independent directors must submit annual reports detailing their activities and any issues encountered during their tenure [32][33] - They are obligated to report any significant obstacles to their duties to regulatory authorities if necessary [15][20]

Core Points - The document outlines the independent director system of Zhejiang Rifa Precision Machinery Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [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 [2][3] - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they are required to perform their roles in accordance with relevant laws and regulations [2][3][4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including relevant work experience and independence from major shareholders and their relatives [5][6] - The board must include at least one-third independent directors, and they can serve as independent directors in a maximum of three listed companies [3][6] Group 3: Responsibilities and Powers - Independent directors are required to attend board meetings, understand the company's operations, and actively investigate necessary information for decision-making [7][8] - They have special powers, including the ability to report to the stock exchange if they identify issues affecting the company's operations [8][9] Group 4: Support and Compensation - The company must provide necessary working conditions for independent directors and ensure they have equal access to information as other board members [9][10] - Independent directors are entitled to appropriate compensation, which must be disclosed in the company's annual report [10][11] Group 5: Meeting Procedures - The company must hold at least one independent director meeting annually, and these meetings can be convened by a majority of independent directors [10][11] - Decisions made in these meetings require a majority agreement from the independent directors present [12][13]

Core Points - The document outlines the independent director system of Shanghai Sailun Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties with integrity and diligence [2][3][4] Group 1: Independent Director Qualifications - Independent directors should not hold any other positions within the company and must not have any relationships that could compromise their independence [2][3] - The company will have three independent directors, including at least one accounting professional with relevant qualifications [4][5] - Candidates for independent directors must meet specific criteria, including legal qualifications, independence, and relevant work experience [8][9] 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 [19][20] - They have special powers, including the ability to hire external consultants, call for shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors are nominated by the board or shareholders and must be approved by the shareholders' meeting [11][12] - Their term aligns with that of other directors, with a maximum consecutive term of six years [17][18] - The company must promptly disclose reasons for any termination of independent directors [17][18] Group 4: Reporting and Compliance - Independent directors must report any issues that hinder their ability to perform their duties to the relevant authorities [26][27] - They are required to conduct annual self-assessments of their independence and submit reports to the board [29][30] - The company must provide necessary resources and support to independent directors to ensure they can fulfill their responsibilities effectively [34][35]

江西威尔高电子股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善江西威尔高电子股份有限公司（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《江西威尔高电子股份有限公司章程》（以下简称"公司章程"）的规定， 制定本工作制度。 以会计专业人士身份被提名的独立董事候选人，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： （一）具备注册会计师资格； （二）具有会计、审计或者财务管理专业的高级职称、副教授或以上职称、 博士学位； 独立董事独立履行职责，不受公司主要股东、实际控制人以及其他与公司及 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 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， 并应当确保有足够的时间和精力有 ...

湖北平安电工科技股份公司 湖北平安电工科技股份公司 独立董事工作制度 第一章 总则 第一条 为完善湖北平安电工科技股份公司（以下简称"公司"） 的治理结构，强化对公司管理层的约束和监督机制，更好地维护中小股 东利益，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》（以下简称《独立董事管理办法》）和《湖北平安电工科技股 份公司章程》（以下简称《公司章程》）等相关规定，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，不受公司及公司主要股东、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诚信与勤勉义务。独立董 事应当按照相关法律、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、证券交易所业务规则和《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。若发现所审议事 ...

General Principles - The rules aim to improve the corporate governance structure of Hubei Ping An Electric Technology Co., Ltd. and standardize the decision-making processes of the board of directors [1][2] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [1] Powers of the Board of Directors - The board has the authority to convene shareholders' meetings, execute resolutions, and decide on business plans and investment proposals [3][4] - It is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [3][4] - The board can also decide on external investments, asset sales, and management structure [3][4] Composition of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [5][6] - Directors must meet specific qualifications and cannot hold positions if they have certain legal or financial issues [5][6] Board Meetings - The board must hold at least two meetings annually, with proper notice given to all directors [16][26] - Special meetings can be called under specific circumstances, such as shareholder requests or proposals from independent directors [16][28] Decision-Making Procedures - Decisions require a majority vote from the directors present, and specific procedures must be followed for various types of transactions [46][47] - The board must ensure that decisions comply with legal regulations and do not harm the interests of shareholders, especially minority shareholders [25][46] Responsibilities of the Board Secretary - The board secretary is responsible for preparing meetings, managing information disclosure, and coordinating investor relations [18][20] - The secretary must ensure compliance with disclosure regulations and maintain confidentiality of sensitive information [20][21] Committees of the Board - The board establishes specialized committees, including an audit committee and a remuneration committee, to assist in decision-making [15][25] - These committees must include a majority of independent directors and are responsible for specific oversight functions [15][25] Record Keeping - Detailed records of board meetings must be maintained, including attendance, discussions, and voting results [51][52] - The records must be signed by the directors and stored for a minimum of ten years [56]

Core Viewpoint - The document outlines the governance structure and operational guidelines for independent directors at Zhenjiang Dongfang Electric Heating Technology Co., Ltd, emphasizing the importance of independent directors in protecting the interests of shareholders, particularly minority investors [3][4]. Group 1: Independent Director Definition and Requirements - 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 impair their independent judgment [3]. - The company will appoint three independent directors, including at least one accounting professional [3][4]. - Independent directors must meet specific qualifications, including legal, accounting, or economic experience, and must not have any significant credit issues [4][5]. Group 2: Independence and Restrictions - Independent directors must maintain independence and not be influenced by major shareholders or related parties [4][5]. - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [4][5]. Group 3: Nomination and Election Procedures - The nomination and election of independent directors must be conducted legally and in a regulated manner [5][6]. - Candidates for independent director positions must be proposed by shareholders holding at least 1% of the company's issued shares [5][6]. - Independent directors can serve a maximum of six consecutive years, with a mandatory cooling-off period of 36 months before being eligible for re-nomination [6][7]. 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 board decision-making [9][10]. - They have special powers, including the ability to hire external consultants and propose meetings [9][10]. Group 5: Performance Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board [5][11]. - They are required to submit annual performance reports detailing their attendance, participation in committees, and communication with minority shareholders [11][15]. Group 6: Support and Compensation - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [16][17]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [17][18].

（2025 年 7 月修订） 第一章 总 则 新晨科技股份有限公司 独立董事工作制度 新晨科技股份有限公司 独立董事工作制度 第一条 为了进一步完善新晨科技股份有限公司（以下简称"公司"）的治理结构，促 进公司的规范运作，维护公司整体利益，保障全体股东特别是中小股东的合法 权益不受损害，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》《深圳证券交易所股票上市规则》（以下简称"《股票上市规 则》"）《深圳证券交易所创业板股票上市规则》 （以下简称"《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》等法律、法规、规范性文件以及《新 晨科技股份有限公司章程》 （以下简称" 《公司章程》" ）的有关规定，制定本制 度。 新晨科技股份有限公司 独立董事工作制度 行使职权时，有关人员应当积极配合，不得拒绝、阻碍或者隐瞒，不得干预独 立董事独立行使职权。 第二章 独立董事的任职资格 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 ...