Rules of Procedure for Independent Director Special Meetings
Chapter 1 General Principles
Article 1 To further improve the corporate governance structure of Shenzhen Guangyunda Optoelectronics Technology Co., Ltd. (hereinafter referred to as the "Company"), fully leverage the role of independent directors in corporate governance, and ensure that independent directors effectively perform their duties, these Rules of Procedure are formulated in accordance with the "Company Law of the People's Republic of China," the "Administrative Measures for Independent Directors of Listed Companies," the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guidelines No. 2 - Norms for the Operation of GEM Listed Companies," and other laws, regulations, normative documents, and the "Articles of Association of Shenzhen Guangyunda Optoelectronics Technology Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 Independent Director Special Meeting refers to a meeting convened specifically for the performance of independent director duties, attended by all independent directors.
Article 3 Independent directors shall owe duties of loyalty and diligence to the Company and all shareholders. They shall, in accordance with laws, administrative regulations, regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), business rules of stock exchanges, and the "Articles of Association," diligently perform their duties, participate in decision-making, supervision, checks and balances, and professional consultation within the Board of Directors, special committees of the Board of Directors, and independent director special meetings, safeguarding the overall interests of the listed company and protecting the legitimate rights and interests of small and medium shareholders.
Chapter 2 Responsibilities and Authority
Article 4 The following matters shall be discussed by the independent director special meeting and approved by more than half of all independent directors before being submitted to the Board of Directors for deliberation:
(1) Related-party transactions that should be disclosed;
(2) The Company and relevant parties' proposals for changing or waiving commitments;
(3) Decisions and measures taken by the board of directors of a target company in a takeover;
(4) Other matters stipulated by laws, administrative regulations, CSRC regulations, and the Articles of Association.