| | 原编号 | 原条款内容 | 现编号 现条款内容 修订依据 | | | --- | --- | --- | --- | --- | | 类型 | | | | | | | | | 外部监管规定 | | | 修订 | - | 全文中所有"股东大会" | - 统一修订为："股东会" | | | | | | 与《公司章程》 | | | | | | 独立董事必须保持独立性。下列人员不得担任独立董事： | | | | | | （一）在公司或者公司附属企业任职的人员及其直系亲 | | | | | | 属、主要社会关系（直系亲属是指配偶、父母、子女等； | | | | | | 主要社会关系是指兄弟姐妹、岳父母、儿媳女婿、兄弟 | | | | | | 姐妹的配偶、配偶的兄弟姐妹等）； | | | | | | （二）直接或间接持有公司已发行股份 1%以上或者是公 | | | | | 第二章第 | 司前十名股东中的自然人股东及其直系亲属； | 外部监管 | | 规定 | | | | | | 新增 | - | - | | | | | | 六条 | （三）在直接或间接持有本公司已发行股份 5%以上的股 | 与《公 | | 司章程 ...

Core Viewpoint - The announcement details the revisions to the Independent Director System of Yunnan Chihong Zinc & Germanium Co., Ltd., aimed at enhancing corporate governance and ensuring independent directors fulfill their responsibilities effectively [1][2]. Summary by Sections Revision Purpose - The revisions are made to improve the governance structure of the company, promote standardized operations, and ensure independent directors can effectively perform their duties [1][2]. Definition of Independent Directors - 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 [3]. Obligations of Independent Directors - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must act in accordance with relevant laws, regulations, and the company's articles of association [4]. Composition of the Board - The board must include at least one-third independent directors, with at least one being a professional accountant [4]. Independence Criteria - Specific criteria are outlined for determining the independence of directors, including restrictions on relationships with major shareholders and the company itself [5][6]. Annual Self-Assessment - Independent directors are required to conduct an annual self-assessment of their independence and submit the results to the board [5][6]. Nomination and Election Process - Procedures for nominating and electing independent directors are specified, including the requirement for independent candidates to meet certain qualifications [9][10]. Reporting and Disclosure - Independent directors must report their opinions on significant matters to the board or shareholders, ensuring transparency and accountability [12][13]. Special Powers - Independent directors have special powers, including the ability to hire external consultants and propose the convening of extraordinary shareholder meetings [19][20]. Annual Reporting - Independent directors must submit an annual report detailing their activities and participation in board meetings, which will be disclosed to shareholders [15][16]. Implementation - The revised Independent Director System will take effect upon approval by the company's shareholders [24].

Core Viewpoint - The company has conducted a board meeting to approve several significant amendments to its corporate governance structure and financial strategies, including the revision of its articles of association and the implementation of a share buyback plan to enhance shareholder value [1][2][3]. Corporate Governance Changes - The company will abolish its supervisory board, transferring its powers to the audit committee of the board [2]. - Amendments to the articles of association and related rules have been proposed, which will be submitted for approval at the 2024 annual general meeting [3][4]. - The company has revised several internal management systems, including the independent director work system and the related party transaction management measures [4][5]. Share Buyback Plan - The company plans to repurchase shares using its own funds and/or self-raised funds, with a total amount between RMB 40 million and RMB 60 million [6][8]. - The maximum repurchase price is set at RMB 8.28 per share, which is 150% of the average trading price over the previous 30 trading days [7][8]. - The repurchased shares will be used to reduce the company's registered capital and will be canceled within ten days after the buyback is completed [6][7]. Financial Management - The company has proposed to increase the limit for using idle funds to purchase financial products from RMB 48 billion to RMB 60 billion, aiming to improve capital efficiency [11][12]. - The board has authorized the chairman to manage the investment decisions related to the financial products [12]. Board Elections - The company is preparing for the election of the ninth board of directors, with nominations for both independent and non-independent directors submitted for approval at the upcoming annual general meeting [13][14][15]. - The election will follow the cumulative voting system, ensuring that the number of directors who are also senior management does not exceed half of the total board members [15]. Upcoming Shareholder Meeting - The 2024 annual general meeting is scheduled for June 24, 2025, where shareholders will vote on the proposed changes and plans [16].