(1) Nominating and appointing directors;
(2) Appointment or dismissal of senior management personnel;
(3) Remuneration of directors and senior managers of the company;
(4) Whether the shareholders, actual controllers and their affiliated enterprises of the listed company have made loans or other capital transactions to the listed company with a total amount of more than 3 million yuan or more than 5% of the latest audited net asset value of the listed company, and whether the company has taken effective measures to recover the arrears;
(5) Matters that the independent directors think may damage the rights and interests of minority shareholders;
(6) Other matters stipulated in the Articles of Association.
"Measures for the Administration of Major Asset Restructuring of Listed Companies" Article 20 If the relevant assets in major asset restructuring are based on the results of asset appraisal, the asset appraisal institution shall carry out its practice activities in accordance with the relevant standards and norms of asset appraisal; The board of directors of a listed company shall express clear opinions on the independence of the evaluation institution, the rationality of the evaluation hypothesis, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing.
If the relevant assets are not based on the assets appraisal results, the listed company shall make a detailed analysis and explanation of the valuation methods, parameters and other indicators and factors affecting the valuation results in the major assets reorganization report. The board of directors of listed companies shall express clear opinions on the independence of valuation institutions, the rationality of valuation assumptions, and the correlation between valuation methods and valuation purposes, and analyze the fairness of this transaction pricing in detail in the major asset restructuring report in combination with common indicators such as the market comparable transaction price of related assets, P/E ratio or P/B ratio of listed companies in the same industry.
In the cases specified in the preceding two paragraphs, in principle, assessment agencies and valuation agencies shall adopt two or more methods to assess or appraise; The independent directors of a listed company shall attend the board meeting, express their independent opinions on the independence of the evaluation institution or valuation institution, the rationality of the evaluation or valuation assumptions, and the fairness of transaction pricing, and disclose them separately.