Core Points - The article outlines the independent director working system of Beijing Zhongdi Investment Co., Ltd, which was approved at the company's 2025 first extraordinary general meeting [1][17] - The system aims to enhance the governance structure of the company, ensure compliance with relevant laws and regulations, and protect the rights of minority shareholders [1][2] Summary by Sections General Principles - The 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] - At least one-third of the board members must be independent directors, including at least one accounting professional [1][2] Independence Requirements - Independent directors must maintain independence and should not be influenced by major shareholders or related parties [2][4] - Individuals with significant shareholding or familial ties to major shareholders are prohibited from serving as independent directors [2][4] Appointment and Termination Procedures - Independent directors are nominated by the board or shareholders holding more than 1% of the company's shares and must be approved by the shareholders' meeting [4][8] - The term for independent directors aligns with that of other board members but cannot exceed six years for consecutive terms [5][8] Responsibilities and Powers - Independent directors are responsible for attending board meetings, understanding the company's operations, and submitting annual reports on their performance [7][8] - They have the authority to independently hire external advisors, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [8][9] Communication and Support - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to information and meeting materials [14][15] - Independent directors are encouraged to maintain communication with minority shareholders and report any issues to regulatory authorities if necessary [14][15] Compensation and Insurance - The company is responsible for covering the costs incurred by independent directors when hiring external advisors and must provide appropriate compensation [16][16] - A liability insurance system may be established to mitigate risks associated with the normal performance of their duties [16][16]

洲际油气股份有限公司 独立董事工作制度 第一章 总则 第一条 为了完善洲际油气股份有限公司（以下简称"公司 "或"本公司 "） 的治理结构，促进公司规范运作，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》） 《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"）颁布的《上市公司独立董事管理办法》 （以下简称《独 立董事管理办法》）《上市公司治理准则》，上海证券交易所颁布的《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》等法律、行政法规、规范性文件和《洲际油气股份有限公司章程》（以下简 称"公司章程 "）的有关规定，制定本制度。 第二条 独立董事是指不在本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。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 照有关法律、行政法规、中国证券监督管理委员会规定、证券交易所业务规则和 公司章程的规定，认 ...

深圳市优优绿能股份有限公司 独立董事工作制度 深圳市优优绿能股份有限公司 （2025 年 7 月） 第一章 总则 第一条 为进一步完善本公司法人治理结构，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 2 号——创业板上市公司规范运作》 《上市公司独立董事履职指引》等有关法律、法规、规范性文件、深圳证券交易 所业务规则和《深圳市优优绿能股份有限公司章程》（以下简称《公司章程》） 的规定，结合公司实际，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忠实与勤勉义务。独立董事应当按 相关法律、法规和《公司章程》的要求，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。独立董事应当独立公正地履行职责，不 受公司主要股东、实际控制人或者其他与公司存在利害关系的单位或个人的影响。 若发现所审议事项存在影响其独立性的情况，应当及时通知公司，提出解 ...

Core Points - The company aims to enhance its corporate governance structure by establishing clear roles and responsibilities for independent directors, ensuring their independence and effectiveness in decision-making and oversight [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 responsible for protecting the interests of all shareholders, particularly minority shareholders, and must act with loyalty and diligence [1][3] - The company must provide necessary support for independent directors to fulfill their duties effectively [1][4] Group 2: Appointment and Qualifications - Independent directors must meet specific independence criteria and cannot have significant relationships with major shareholders or the company [2][4] - They should possess relevant knowledge and experience, including at least five years in legal, accounting, or economic fields [3][4] - The company must ensure that independent directors are elected through a transparent process, including the possibility of cumulative voting for multiple positions [5][12] Group 3: Duties and Powers - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose meetings to address significant issues [7][18] - They must attend board meetings personally or delegate their responsibilities appropriately, ensuring their opinions are documented [8][10] - Independent directors are required to report on their activities and interactions with shareholders annually [13][14] Group 4: Committees and Oversight - The company has established various committees, including an audit committee, where independent directors play a crucial role in overseeing financial reporting and compliance [2][11] - Independent directors must participate in specialized meetings to discuss matters requiring their approval before being presented to the board [9][10] - The audit committee is responsible for reviewing financial information and overseeing internal controls, requiring a majority of independent directors [11][12] Group 5: Communication and Support - The company must maintain effective communication channels between independent directors and management, ensuring timely access to information [14][15] - Independent directors should have adequate resources and support to perform their roles, including training and access to relevant data [14][15] - The company is responsible for providing necessary conditions for independent directors to fulfill their duties, including timely meeting notifications and materials [14][15]

Core Viewpoint - The document outlines the independent director working system of Chongqing Taiji Industry (Group) Co., Ltd., emphasizing the importance of independent directors in corporate governance and their role in protecting the interests of minority shareholders [1][2]. Summary by Sections General Principles - The system aims to standardize operations, enhance the role of independent directors, and improve corporate governance for high-quality development [1]. - Independent directors must not hold other positions within the company and should have no direct or indirect interests that could affect their independent judgment [2]. Qualifications and Appointment of Independent Directors - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company [5]. - The board must have at least one accounting professional among the independent directors, and independent directors should not serve on more than three domestic companies [6][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 to enhance decision-making [9]. - They have special rights, including hiring external consultants and proposing meetings [15]. Communication and Reporting - Independent directors must attend board meetings and can communicate with the board secretary to discuss agenda items [10]. - They are required to submit annual reports detailing their activities and interactions with minority shareholders [29]. Support and Compensation - The company must provide necessary working conditions and support for independent directors to fulfill their duties [31]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company must cover expenses related to hiring professional services [36][19].

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，且至少包括一名会计专业人士。 公司董事会审计委员会成员中独立董事应当过半数，并由独 立董事中会计专业人士担任召集人。 公司提名委员会和薪酬与考核委员会中独立董事应当过半数 并担任召集人。 以会计专业人士身份被提名的独立董事候选人，担任应当具 备丰富的会计专业知识和经验，并至少符合下列条件之一： 航天科技控股集团股份有限公司 第一章 总则 第一条 为了维护股东和公司的合法权益，健全航天科技控 股集团股份有限公司（以下简称公司或本公司）法人治理结构， 促进公司规范化运作，提升独立董事履职能力,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》等有关 法律法规、规范性文件以及《航天科技控股集团股份有限公司 公司章程》(以下简称《公司章程》)的有关条款的规定，结合 本公司实际情况，公司制定独立董事制度。 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 ...

浙江金道科技股份有限公司 第一章 总则 第一条 为进一步完善浙江金道科技股份有限公司（以下简称"公司"）的治 理结构，促进公司的规范运作，根据《中华人民共和国公司法》 （以下简称"《公 司法》"）、中国证券监督管理委员会（以下简称"证监会"）制定的《上市公司独 立董事管理办法》（以下简称"《独立董事办法》"）和《浙江金道科技股份有限 公司章程》（以下简称"《公司章程》"）及其他有关法律、行政法规和规范性文 件，制定本制度。 第二章 独立董事的基本规定 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。 独立董事应当独立履行职责，不受上市公司及其主要股东、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的义务，应当认真履行 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。 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的职责。 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，且至少包括 一名会计专业 ...

Summary of Independent Director Work System Core Viewpoint The Independent Director Work System aims to enhance corporate governance, protect the interests of minority shareholders, and ensure the independent functioning of directors in listed companies. Group 1: General Principles - The system is established to improve corporate governance structures and protect the interests of minority shareholders and stakeholders [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 [2][3] - Independent directors are required to perform their duties independently and impartially, avoiding influence from major shareholders or related parties [2][3] Group 2: Qualifications and Selection - Independent directors are elected by the shareholders' meeting and must account for at least one-third of the board, including at least one accounting professional [6][7] - Candidates for independent directors must meet specific legal and regulatory requirements, including independence and relevant experience [9][10] - Independent directors should continuously enhance their knowledge of securities laws and regulations to improve their performance [8][9] Group 3: Responsibilities and Powers - Independent directors participate in board decision-making and must express clear opinions on matters discussed [24][25] - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [25][26] - Independent directors are responsible for monitoring potential conflicts of interest and ensuring decisions align with the overall interests of the company and minority shareholders [24][25] Group 4: Reporting and Accountability - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority investors [31][32] - They are required to maintain confidentiality regarding the company's annual report and must not disclose any information before its official release [52][53] - In cases of non-compliance or issues affecting their independence, independent directors must report to regulatory authorities [30][31]

Core Viewpoint - The document outlines the working rules for independent directors at Shanghai Suochen Information Technology Co., Ltd., emphasizing the importance of independent governance to protect minority shareholders' interests and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The purpose of the rules is to enhance the corporate governance structure and strengthen the supervision of the board of directors and management [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][2]. Group 2: Qualifications and Appointment - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and a good personal reputation [2][5]. - The company is required to have three independent directors, including at least one with accounting expertise [3][7]. Group 3: 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 [8][10]. - They have the authority to independently hire external consultants for audits or consultations and can propose meetings to address significant issues [8][9]. Group 4: Performance and Reporting - Independent directors must submit an annual report detailing their attendance at meetings, participation in committees, and communication with minority shareholders [15][16]. - They are required to maintain detailed records of their activities and ensure transparency in their decision-making processes [29][39]. Group 5: Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties, including timely access to information and materials [35][37]. - Independent directors are entitled to reasonable expenses incurred while performing their duties, and the company may establish a liability insurance system for them [40][41].

Core Points - The document outlines the independent director system of Guizhou Zhenhua New Materials Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [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 [1][2] - At least one-third of the board members must be independent directors, including at least one accounting professional [1][2] Group 1: Responsibilities and Independence of Independent Directors - Independent directors are required to focus on matters closely related to minority shareholders, such as related party transactions, external guarantees, fundraising usage, mergers and acquisitions, executive compensation, and profit distribution [2][3] - They can propose meetings of the board or shareholders and hire external auditors or legal advisors for audits or opinions on relevant matters [2][3] - Independent directors must undergo training of no less than 30 hours and obtain a qualification certificate, with follow-up training every two years [2][3] Group 2: Qualifications and Conditions for Independent Directors - Independent directors must meet specific qualifications, including legal and regulatory requirements, independence, knowledge of company operations, and at least five years of relevant work experience [5][6] - Individuals with certain relationships or holdings in the company, such as direct or indirect shareholding of more than 1% or being a major shareholder, are prohibited from serving as independent directors [3][4] Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, who are then elected by the shareholders [6][7] - Candidates must consent to their nomination, and their qualifications must be reviewed by the nomination committee [6][7] Group 4: Duties and Reporting - 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 must submit an annual report detailing their attendance at meetings, participation in committees, and communication with minority shareholders [14][15] Group 5: Support and Resources for Independent Directors - The company must provide independent directors with equal access to information and necessary resources to perform their duties effectively [18][19] - Independent directors are entitled to hire external consultants at the company's expense and receive appropriate remuneration for their services [29][30]