独立董事专门会议工作细则
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中路股份: 十一届十三次董事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 11:17
Group 1 - The board meeting of Zhonglu Co., Ltd. was held on August 15, 2025, with all six directors present, and the meeting was deemed legal and effective [1] - The company approved the use of up to RMB 50 million of idle funds for purchasing high-security and liquid financial products, with the authorization valid for 12 months [2] - The board agreed to recognize an asset impairment provision of RMB 2.3534 million, reflecting the company's financial status and asset value [3] Group 2 - The company revised several internal regulations, including the Independent Director Special Meeting Work Rules and the Related Party Transaction Management System, with unanimous approval from the board [4][5] - Zhonglu Co., Ltd. plans to invest RMB 10 million in Beijing Fulei Technology Co., Ltd., acquiring a 6.25% stake while maintaining the control of the target company [5]
成大生物: 辽宁成大生物股份有限公司独立董事专门会议工作细则
Zheng Quan Zhi Xing· 2025-08-12 16:13
Core Points - The document outlines the working rules for the independent director special meetings of Liaoning Chengda Biological Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and creditors [1][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 [1][2] - The company is required to hold at least one independent director special meeting annually, with provisions for additional meetings as needed [2][3] Group 1 - The independent director special meeting is convened by a majority of independent directors and requires their presence to proceed [2][3] - Specific matters that must be discussed in these meetings include decisions related to company acquisitions and other significant issues as stipulated by laws and regulations [2][3] - Independent directors have the authority to independently hire intermediaries for audits or consultations and can propose the convening of temporary shareholder meetings [3][4] Group 2 - The meetings must document key discussion points, including related party transactions and any changes to commitments by the company or related parties [4][5] - The company is responsible for providing necessary conditions for the meetings, including operational data and support for independent directors to conduct site visits [5][6] - Confidentiality obligations are imposed on all attending independent directors regarding the matters discussed in the meetings [6]