Core Points - The document outlines the working rules for the independent directors' special meetings of Shanghai Environment Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [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] - The independent directors have a duty of loyalty and diligence towards the company and all shareholders, and they are responsible for decision-making, supervision, and providing professional advice [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to improve corporate governance and protect the interests of minority shareholders [1] - Independent directors are defined and their role is clarified [1] Chapter 2: Working Mechanism - The special meeting of independent directors is convened by a director elected by a majority of independent directors [4] - The company must ensure the necessary conditions for the meetings and provide operational information to the independent directors [5] Chapter 3: Responsibilities and Authority - Independent directors must participate in board decisions and supervise potential conflicts of interest [3][4] - They have special rights, including hiring external consultants and proposing meetings [4][5] - Certain matters must be discussed in the special meetings before being submitted to the board [5] Chapter 4: Meeting Rules - Special meetings should be held at least once a year, and can be called by a majority of independent directors [5][6] - Meetings can be held in person or via communication methods, and attendance is mandatory for independent directors [6][7] - Meeting records must be kept for at least ten years [6] Chapter 5: Supplementary Provisions - Any matters not covered by these rules will follow national laws and regulations [7] - The rules take effect after approval by the board of directors [7]

Core Points - The document outlines the independent director system of Shanghai Environment Group Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][3] Group 1: General Principles - The independent director's role is to ensure objective judgment and is not influenced by the company or its major shareholders [1][2] - Independent directors must fulfill their duties with loyalty and diligence, adhering to relevant laws and regulations [2][3] Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [3][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [2][3][7] - They have the authority to independently hire external consultants and propose meetings to address significant issues [7][8] Group 4: Performance and Reporting - Independent directors must attend board meetings and provide clear opinions on agenda items, with their dissenting views documented [8][9] - They are required to submit annual reports detailing their activities and interactions with minority shareholders [10][11] Group 5: Support and Resources - The company must provide necessary resources and support for independent directors to perform their duties effectively [12][13] - Independent directors should have equal access to information as other board members and be informed of company operations regularly [12][13] Group 6: Compliance and Accountability - Independent directors must report any violations of laws or regulations and can escalate issues to regulatory bodies if necessary [9][14] - The company is responsible for covering costs related to independent directors' professional services and providing appropriate compensation [14][15]

Core Viewpoint - The document outlines the independent director working system of Shanghai Morning Glory Stationery Co., Ltd., aiming to enhance corporate governance, clarify the responsibilities of independent directors, and protect the rights of all shareholders, especially minority shareholders [1][2]. Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure the independent directors can effectively fulfill their roles [1][2]. Qualifications of Independent Directors - 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 [3]. - They are required to have a commitment to the company and all shareholders, fulfilling their duties in accordance with relevant laws and regulations [3][4]. - A minimum of one-third of the board must consist of independent directors, including at least one accounting professional [3][4]. Independence of Directors - Specific criteria are outlined to ensure the independence of directors, including restrictions on relationships with major shareholders and the company [5][6]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board [4][5]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [4][6]. - The nomination process requires thorough vetting of candidates to ensure they meet independence criteria [6][7]. Responsibilities and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [12][21]. - They have special powers, including the ability to hire external consultants and call for shareholder meetings [12][21]. Reporting and Documentation - Independent directors must maintain detailed records of their activities and decisions, which should be preserved for at least ten years [19][22]. - Annual reports on their performance must be submitted to the shareholders, detailing their attendance and participation in meetings [35][21]. Company Support for Independent Directors - The company is required to provide necessary resources and support to independent directors to facilitate their duties [36][38]. - Independent directors should have equal access to information and be involved in significant decision-making processes [36][38]. Compensation and Insurance - The company must provide appropriate compensation for independent directors, which should be approved by the shareholders [26]. - A system for liability insurance for independent directors may be established to mitigate risks associated with their duties [26].

Core Points - The document outlines the independent director system for Zhongyuan Home Co., Ltd, aiming to enhance corporate governance and ensure independent directors fulfill their responsibilities effectively [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 the best interests of the company and all shareholders, providing oversight and professional advice [1][3] Group 2: Qualifications and Independence - Independent directors must maintain independence and cannot be related to major shareholders or hold significant shares in the company [2][3] - They must possess relevant professional qualifications, such as CPA certification or advanced degrees in accounting or finance [2][3] 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 must be approved by the shareholders' meeting [4][5] - The company must disclose relevant information about the candidates before the election [4][5] Group 4: Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice [6][7] - They have the authority to hire external consultants and propose meetings to address significant issues [7][8] Group 5: Meeting Attendance and Reporting - Independent directors must attend board meetings and can delegate attendance to other independent directors if necessary [9][10] - They are required to submit annual reports detailing their activities and interactions with shareholders [13][14] Group 6: Support and Resources - The company must provide necessary resources and support for independent directors to perform their duties effectively [33][34] - Independent directors should have equal access to information as other board members to ensure informed decision-making [34][35] Group 7: Compensation and Insurance - The company is responsible for covering costs incurred by independent directors when hiring professional services [37] - A liability insurance system may be established to protect independent directors from risks associated with their duties [39]

Core Viewpoint - The document outlines the responsibilities and procedures for independent directors in the annual report preparation and disclosure process to ensure the quality and integrity of information disclosed by the company [1][2][3] Group 1: Responsibilities of Independent Directors - Independent directors must diligently fulfill their responsibilities and obligations during the annual report preparation and disclosure process [1] - They are required to study and implement relevant regulations and guidelines issued by the China Securities Regulatory Commission [1] - Independent directors must receive comprehensive reports on the company's operational status and significant matters from management within 30 days after the end of each fiscal year [1] Group 2: Communication and Meetings - The company must arrange at least one meeting between independent directors and the annual audit CPA after the preliminary audit opinion is issued and before the board meeting to discuss any issues found during the audit [2] - Meeting records must be documented and signed by the involved parties [2] Group 3: Reporting and Opinions - Independent directors are required to provide special explanations and independent opinions on external guarantees and related matters in the annual report [2] - They must sign a written confirmation of the annual report, stating their views on its authenticity, accuracy, and completeness [2] Group 4: Support and Confidentiality - The company must provide necessary conditions for independent directors to effectively exercise their powers, ensuring cooperation from relevant personnel [2][3] - Independent directors have a confidentiality obligation and must not disclose the contents of the annual report before its public release [3] Group 5: Independence and Evaluation - Independent directors must conduct an annual self-assessment of their independence and submit the results to the board [3] - The board is responsible for evaluating the independence of serving independent directors annually and issuing a special opinion to be disclosed alongside the annual report [3]

Core Points - The document outlines the independent director system of Nanjing Meilan Medical Technology Co., Ltd, aiming to ensure the company's standardized operation and protect the rights of all shareholders, especially minority shareholders [2][3] - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [2][3] - The board of directors must consist of at least one-third independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The independent director system is established to promote standardized operations and protect shareholder rights [2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including legal and professional independence, relevant experience, and good personal character [7][8] - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [4][5] Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board, audit committee, or shareholders holding more than 1% of shares [9][10] - The election of independent directors must follow a cumulative voting system, and their term is aligned with that of other directors, with a maximum of six consecutive years [12][13] Rights and Duties of Independent Directors - Independent directors have a duty to act in good faith and diligence, participating in board decisions and supervising potential conflicts of interest [15][16] - They have special rights, including the ability to hire external consultants and call for shareholder meetings [15][16] Company Support for Independent Directors - The company must provide necessary conditions for independent directors to perform their duties, including access to information and resources [27][28] - Independent directors are entitled to compensation and may have their expenses covered by the company [16][27] Miscellaneous - The independent director system can be modified by the board in accordance with relevant laws and regulations [28][29] - The system takes effect upon approval by the company's shareholders [31]

Core Points - The document outlines the Independent Director Work System of Baotailong New Materials Co., Ltd, aiming to regulate the behavior of independent directors and enhance corporate governance [1][2] - 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 system emphasizes the importance of independent directors in protecting the interests of minority shareholders and maintaining overall corporate integrity [2][3] Summary by Sections General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Independent directors must fulfill their duties independently and are not influenced by the company or its major shareholders [1][2] Qualifications and Appointment - Independent directors must maintain independence and cannot hold significant shares or positions in the company or its major shareholders [5][6] - The board must include at least one accounting professional among the independent directors [2][4] - Independent directors can serve on the boards of a maximum of three domestic listed companies [6][7] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [15][16] - They have the authority to independently hire external consultants for audits or investigations [16][17] - Independent directors must attend board meetings and provide clear opinions on agenda items [18][19] Performance Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit reports to the board [3][4] - The board must evaluate the independence of serving independent directors annually and disclose the results [4][5] Communication and Reporting - The company must establish effective communication mechanisms between independent directors and minority shareholders [14][15] - Independent directors are required to submit annual reports detailing their activities and contributions [30][31] Support and Resources - The company is obligated to provide necessary working conditions and support for independent directors to fulfill their responsibilities [32][33] - Independent directors should have equal access to information as other board members [33][34] Legal and Regulatory Compliance - The document outlines the supervisory role of the China Securities Regulatory Commission and the Shanghai Stock Exchange over independent directors [39][40] - Violations of the regulations may result in penalties or administrative actions by regulatory bodies [41][42]

Core Points - The document outlines the annual report working system for Baotailong New Materials Co., Ltd, aiming to enhance corporate governance and protect the rights of shareholders, especially minority shareholders [3][4] - Independent directors are required to fulfill their responsibilities diligently during the annual report preparation and disclosure process, including the preparation of their annual performance reports [3][4] - The company must provide necessary conditions for independent directors to perform their duties effectively, including facilitating communication with management [4][5] Summary by Sections - **Responsibilities of Independent Directors** - Independent directors must actively engage in the annual report preparation and disclosure, ensuring compliance with relevant laws and regulations [3][4] - They are required to participate in training organized by regulatory bodies to stay updated on annual report requirements [3][4] - **Communication and Coordination** - The company designates a board secretary to coordinate communication between independent directors and management, ensuring that independent directors have the necessary support [4][5] - Independent directors should conduct thorough discussions and site visits to understand the company's operations and compliance [4][5] - **Audit Responsibilities** - Prior to the annual audit, independent directors must communicate with the audit committee and understand the audit arrangements, paying special attention to performance forecasts [4][5] - After receiving preliminary audit opinions, independent directors should meet with the auditing firm to discuss any issues found during the audit [4][5] - **Decision-Making and Reporting** - Independent directors must scrutinize the decision-making processes related to the annual report and can request additional information or delay meetings if necessary [5][6] - They have the authority to hire external audit and consulting firms if there are disagreements on specific matters in the annual report, with costs borne by the company [5][6] - **Confidentiality and Reporting** - Independent directors are obligated to maintain confidentiality regarding the annual report until its official disclosure [6] - They must prepare and disclose an annual performance report detailing their duties, focusing on internal controls and the protection of minority investors' rights [6]

Core Points - The document outlines the working system for independent director special meetings at Xi'an Standard Industrial Co., Ltd, aiming to regulate the performance of independent directors and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The purpose of the system is to establish a mechanism for independent directors to hold special meetings to discuss and provide professional advice on significant decisions made by the board [1]. - The system applies to all independent directors and relevant personnel and departments within the company [1]. Group 2: Meeting Procedures - Special meetings should primarily be held in person, but can also be conducted via video, phone, or other methods if necessary [2]. - Meetings must be convened by a majority of independent directors, and if the convener is unable to perform their duties, other independent directors can call the meeting [2]. - Notice of the meeting must be provided at least three days in advance, unless there is an urgent need to convene the meeting [2][3]. Group 3: Powers of the Independent Directors - Independent directors can exercise specific powers only after obtaining majority consent from all independent directors during special meetings [3]. - Certain matters, such as related party transactions and proposals for temporary shareholder meetings, require approval from the independent directors before being submitted to the board [3][4]. Group 4: Meeting Rules - A quorum for the meeting requires the presence of more than half of the independent directors, and each director has one vote [4]. - Decisions made during the meeting must be documented, including the opinions of independent directors, and records must be kept for at least ten years [4][5]. Group 5: Confidentiality and Support - Independent directors are obligated to maintain confidentiality regarding significant matters discussed during meetings [5]. - The company is responsible for covering expenses related to the hiring of professional institutions as requested by the independent directors [5].

Core Points - The company aims to enhance its governance structure and strengthen internal control by establishing a system for independent directors to fulfill their responsibilities in the annual report preparation and disclosure process [1][2] - Independent directors are required to ensure the protection of all shareholders' legal rights and to conduct thorough reviews of the company's financial and operational status [1][3] Group 1 - Independent directors must verify the qualifications of the accounting firm and the registered accountants for the annual audit, and they can independently hire intermediary institutions for audits or consultations if approved by a majority [2] - The financial director must submit the annual audit plan and related materials to independent directors before the audit begins, and independent directors should communicate with the auditors regarding the audit plan and risk assessments [2][3] - Independent directors are responsible for reviewing the procedures and documentation of board meetings, and they can refuse to attend if there are discrepancies, requiring the company to disclose their absence [3][4] Group 2 - Independent directors must provide special comments and independent opinions on significant transactions with controlling shareholders and related parties in the annual report [3][4] - They are required to sign written confirmations regarding the annual report and must disclose any disagreements or concerns about the report's authenticity and completeness [3][4] - The company’s board secretary is responsible for facilitating communication between independent directors and management [4][5]