Independent Director Special Meeting System
Article 1
To fully leverage the roles of independent directors in decision-making, supervision, and professional consultation within the board, and to further improve the governance structure of Shaanxi Meinuo Clean Energy Group Co., Ltd. (hereinafter referred to as "the Company"), protect the interests of minority shareholders and stakeholders, and promote the Company's standardized operations, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Management Measures for Independent Directors of Listed Companies," "Corporate Governance Guidelines for Listed Companies," and other relevant laws, regulations, normative documents, and the "Articles of Association" and "Independent Director Work System," combined with the actual situation of the Company.
Article 2
The Independent Director Special Meeting (hereinafter referred to as "Special Meeting") refers to a meeting attended solely by independent directors. The Special Meeting independently discusses the matters at hand, considers and judges from the perspective of the Company and minority shareholders' interests, and forms discussion opinions.
Article 3
The Special Meeting shall be convened promptly based on the matters to be reviewed.
Article 4
The Special Meeting shall be convened and presided over by one independent director jointly elected by a majority of independent directors; if the convener is unable to perform their duties, two or more independent directors may convene and elect a representative to preside.
Article 5
A Special Meeting may be convened when deemed necessary by the convener or proposed by two or more independent directors.
Article 6
Independent directors must discuss the following special powers at the Special Meeting before exercising them:
- Independently hire intermediary institutions to audit, consult, or verify specific matters of the Company;
- Propose to the board of directors to convene an extraordinary shareholders' meeting;
- Propose to convene a board meeting.
The exercise of the above powers by independent directors requires the consent of a majority of all independent directors. The Company shall disclose the exercise of these powers in a timely manner. If these powers cannot be exercised normally, the Company shall disclose the specific circumstances and reasons.
Article 7
The following matters must be discussed at the Special Meeting and submitted to the board of directors for review only after receiving the consent of a majority of all independent directors:
- Related party transactions that should be disclosed;
- Plans for changes or waivers of commitments by the Company and related parties;
- Decisions and measures taken by the board of directors of the acquired listed company regarding the acquisition;
- Other matters stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and the "Articles of Association."