第二条 独立董事在上市公司年报的编制和披露过程中，应当切实履行独立 董事的责任和义务，勤勉尽责。 独立董事应认真学习和贯彻执行中国证监会发布的《上市公司独立董事管理 办法》、《上市公司监管指引第 8 号——上市公司资金往来、对外担保的监管要 求》、 《上市公司信息披露管理办法》和《公开发行证券的公司信息披露内容与格 式准则第 2 号——年度报告的内容与格式》以及本公司《公司信息披露事务管理 制度》。 第三条 公司管理层应在每个会计年度结束后 30 日内向每位独立董事全面 汇报公司本年度的生产经营情况和重大事项的进展情况，同时，公司应安排每位 独立董事进行实地考察。 上述事项应有书面记录，必要的文件应有当事人签字。 第四条 公司财务负责人应在为公司提供年报审计的注册会计师（以下简称 "年审注册会计师"）进场审计前向每位独立董事书面提交本年度审计工作安排 及其它相关资料。 江苏联环药业股份有限公司 独立董事年报工作制度 第一条 为明确独立董事在年报工作中的职责，进一步提高本公司信息披露 的质量，以保证本公司信息披露的真实、准确、完整、及时和公平，根据《上市 公司独立董事管理办法》等法律法规的规定，特制订本制度。 ...

（一）具有注册会计师执业资格； 南京麦澜德医疗科技股份有限公司 独立董事工作制度 第一章 总则 第一条 为了促进南京麦澜德医疗科技股份有限公司（以下简称"公司"或"本 公司"）规范运作，维护公司利益，保障全体股东，特别是中小股东的合法权益， 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》"）、 《上海证券交易所科创板股票上市规则》（以下简称"《上市规则》"）、《上 市公司独立董事管理办法》（以下简称"《办法》"）等法律、行政法规、规范 性文件和《南京麦澜德医疗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。 第二条 独立董事是指不在公司担任除董事以外的其他职务，并与本公司及 其主要股东、实际控制人不存在直接或间接的利害关系，或者其他可能妨碍其进 行独立客观判断的关系的董事。 第三条 公司董事会成员中应当有 1/3 以上独立董事，其中至少有一名会计 专业人士。 以会计专业人士身份被提名为独立董事候选人的，应具备较丰富的会计专业 知识和经验，并至少符合下列条件之一： 第二章 独立董事的任职条件及独立性 第七条 担任独立董事必须具备下列基本条件： （二）具有会计、审计或 ...

宝泰隆新材料股份有限公司 独立董事工作制度 宝泰隆新材料股份有限公司 独立董事工作制度 二 O 二五年八月 宝泰隆新材料股份有限公司 独立董事工作制度 第一章 总 则 第一条 为规范独立董事行为，充分发挥独立董事在公司治理中的作用，促 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，应当按照法律、 行政法规、中国证监会、上海证券交易所和公司章程的规定，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 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。 公司应当在董事会中设置审计委员会。审计委员会成员应当为不在公司担任 高级管理人员的董事，其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。 公司可以根据需要在董事会中设置提名、薪酬与考核、战略等专门委员会。 提名委员会、薪酬与考核委员会中独立董事应当过半数并担任召集人。 第二章 任职资格与任免 第五条 独立董事必须保持独立性。下列人员不得担任独立董事： （一）在公司或 ...

西安标准工业股份有限公司 独立董事专门会议工作制度 （2025 年 8 月修订） 第一章 总则 第一条 为规范西安标准工业股份有限公司（以下简称标准股份或公司） 独立董事履职行为，根据《上市公司独立董事管理办法》《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》和《西 安标准工业股份有限公司章程》(以下简称《公司章程》)、《西安标准工业股份 有限公司独立董事工作制度》以及其他相关法律、法规和规范性文件，现结合公 司实际，建立独立董事专门会议机制，制定本制度。 第二条 公司应当定期或者不定期召开独立董事专门会议，会议全部由独 立董事参加。独立董事专门会议主要负责对公司董事会的重大决策及公司其他事 项进行研究讨论、监督制衡并提出专业咨询建议。 第三条 本制度适用于公司全体独立董事及本制度中涉及的有关人员和部 门。 第二章 独立董事专门会议召集和召开 第四条 公司应当结合实际情况，定期或不定期召开独立董事专门会议， 审议本制度第十条、第十一条、第十二条所列需经独立董事专门会议审议的事项。 第五条 独立董事专门会议以现场召开为原则。在保证全体参会独立董事 能够充分沟通并表达 ...

General Principles - The company aims to enhance its governance structure and ensure independent directors fulfill their responsibilities according to relevant laws and regulations [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities of Independent Directors - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and they must act in the best interest of the company and protect the rights of minority shareholders [2][10] - They must participate in decision-making, provide supervision, and offer professional advice to improve the board's decision-making quality [2][10] Composition and Qualifications - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2][4] - Candidates for independent directors must meet specific qualifications, including independence, relevant experience, and good personal character [6][8] Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's issued shares, and the election is decided by the shareholders' meeting [11][12] - The nomination process requires the consent of the candidates and a thorough review of their qualifications by the nomination committee [12][13] Duties and Rights - Independent directors have the right to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholders' meetings [18][19] - They must provide clear and independent opinions on significant matters, including potential conflicts of interest and their impact on the company and minority shareholders [10][11] Meeting and Reporting Requirements - Independent directors are required to attend board meetings and must submit a report on their activities, including attendance and participation in committees [12][13] - They must maintain detailed records of their work and ensure that their opinions are documented in meeting minutes [14][15] Communication and Support - The company must provide necessary resources and support for independent directors to perform their duties effectively, including timely access to information [16][17] - Independent directors should have a mechanism for communication with minority shareholders to address their concerns [18][19]

Core Points - The article outlines the independent director system of Great Wall Motor Co., Ltd., aimed at enhancing corporate governance and protecting the interests of minority shareholders and creditors [1][17]. Summary by Sections General Principles - The system is established to improve the corporate governance structure and enhance the role of independent directors in decision-making and supervision [1]. - 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]. Qualifications and Appointment - A minimum of three independent directors is required, constituting at least one-third of the board, including at least one accounting professional [3]. - Independent directors must have relevant experience and a clean personal record, with no significant credit issues [5]. 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 [7]. - They have special rights, including hiring external consultants and proposing meetings to address significant issues [8]. Performance and Reporting - Independent directors must submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [12]. - They are required to maintain independence and report any conflicts or issues to the board [9]. Support and Compensation - The company must provide necessary resources and support for independent directors to perform their duties effectively [13]. - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [34].

Core Points - The document outlines the governance structure and responsibilities of independent directors at Shanghai Modern Pharmaceutical Co., Ltd, aiming to protect minority shareholders' rights and ensure the company's proper operation [2][3][19] Group 1: Independent Director Definition and Responsibilities - 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 [2][3] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3][4] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must have basic knowledge of listed company operations and at least five years of relevant work experience in law, economics, finance, or management [3][5] - Specific disqualifications for independent directors include holding significant shares in the company or being related to major shareholders, among other criteria [3][4][6] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares, and the election must be conducted at a shareholders' meeting [5][6][7] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [5][6] Group 4: 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 [21][22] - They have the authority to independently hire external advisors, propose meetings, and publicly solicit shareholder opinions [22][23] Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [34][35] - They are required to maintain communication with the company and ensure transparency in their activities and findings [12][13][14] Group 6: Compensation and Insurance - The company is required to provide appropriate compensation to independent directors, which must be disclosed in the annual report [50] - A liability insurance system may be established to protect independent directors from risks associated with their duties, excluding liabilities arising from legal violations [51]

Core Points - The article outlines the governance structure and responsibilities of independent directors at Xinghuan Information Technology (Shanghai) Co., Ltd, emphasizing the importance of independent judgment and protection of minority shareholders' rights [2][3][19] - It establishes criteria for the nomination, election, and replacement of independent directors, ensuring they remain free from conflicts of interest [11][12][19] - The document details the rights and obligations of independent directors, including their participation in decision-making and oversight of potential conflicts of interest [17][18] Group 1: Governance Structure - The company aims to enhance its governance structure and ensure compliance with relevant laws and regulations [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 judgment [2][3] - At least one-third of the board members must be independent directors, ensuring a balanced representation [6][19] Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [9][10] - Individuals with significant shareholding or familial ties to major shareholders are prohibited from serving as independent directors [10][11] - Independent directors are required to conduct annual self-assessments of their independence and report findings to the board [3][10] Group 3: Responsibilities and Rights - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18] - They have the right to independently hire external consultants for audits or investigations [17][18] - The company must provide necessary resources and support to enable independent directors to fulfill their duties effectively [19][20]

Core Viewpoint - The recent issuance of the "Opinions on Improving the Modern Enterprise System with Chinese Characteristics" emphasizes the importance of the independent director system in listed companies, mandating a majority of independent directors on audit committees and the establishment of specialized meetings for independent directors [1][2]. Group 1: Importance of Independent Director System - The independent director system is a crucial component of the modern enterprise system with Chinese characteristics and a fundamental aspect of the capital market [2]. - The "Opinions" released in April 2023 require that the board of directors of listed companies establish an audit committee composed entirely of non-executive directors, with a majority being independent directors [2]. - The implementation of the "Independent Director New Regulations" by the CSRC in August 2023 clarifies the responsibilities and operational methods of independent directors [2]. Group 2: Role and Responsibilities of Independent Directors - Independent directors are expected to enhance their independence and professional expertise, providing objective and fair advice for corporate decision-making [3]. - There has been a notable increase in the participation of independent directors in significant corporate decisions and management activities, as well as a more effective supervisory role [3]. - Independent directors have begun to issue supervisory letters to urge companies to strengthen internal controls and improve the quality and completeness of information disclosure [3]. Group 3: Implementation and Support for Independent Directors - Companies must provide comprehensive support for independent directors to ensure they can access information timely and effectively supervise and participate in decision-making [3][4]. - The integration of the independent director system into corporate governance is essential for driving long-term value growth and gaining recognition in the capital market [4]. - There is an expectation for independent directors to prioritize the interests of listed companies and minority investors, actively exercising their independence and expertise [4].

Core Viewpoint - The article emphasizes the importance of improving corporate governance in Chinese listed companies as a foundation for high-quality economic development, highlighting the introduction of measures to enhance the modern enterprise system in China [1][2]. Group 1: Capital Market and Corporate Governance - The "Opinions" document outlines three key requirements for the capital market: introducing institutional investors with a holding ratio of over 5% as active shareholders, strictly implementing the independent director system, and improving information disclosure in corporate governance [2][3]. - The capital market plays a crucial role in enhancing corporate governance through strict regulation, transparency, and the influence of stock price fluctuations on company value, which encourages better governance practices [3]. Group 2: Active Shareholder Participation - The introduction of institutional investors as active shareholders is seen as a significant institutional innovation, aimed at addressing the long-standing issue of dominant shareholders potentially harming minority shareholders' interests [4]. - Institutional investors are expected to actively participate in corporate governance, exercising their voting and inquiry rights to optimize company strategies rather than merely acting as passive financial investors [4][5]. Group 3: Independent Director System - The "Opinions" propose strict enforcement of the independent director system, including the establishment of audit committees with a majority of independent directors and dedicated meetings for independent directors [6]. - To enhance the independence of directors, it is suggested to broaden the nomination scope for independent directors beyond the board's nomination committee, allowing shareholders with over 1% holdings to nominate candidates [6]. Group 4: Information Disclosure Improvement - The "Opinions" aim to enhance the information disclosure system in corporate governance, focusing on transparency and reducing information asymmetry by requiring detailed disclosures of related transactions and significant risks [7]. - Improved information disclosure is expected to empower investors, particularly minority shareholders, to make informed judgments about company value and reduce the potential for opaque operations [7].