盈趣科技: 独立董事制度（2025年7月）

General Principles - The independent director system aims to promote the standardized operation of Xiamen Yingqu Technology Co., Ltd. and enhance the role of independent directors in corporate governance, ensuring the protection of the legitimate rights and interests of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws, regulations, and the company's articles of association [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals who have significant relationships with the company or its major shareholders [3][4] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's issued shares, and the nominees must provide a declaration of their qualifications and independence [8][9] Term and Dismissal - Independent directors serve the same term as other directors, with a maximum continuous term of six years, after which they cannot be nominated for three years [10][11] - The company must disclose the reasons for the dismissal of independent directors if they are removed before their term ends [10][11] Rights and Powers - Independent directors have the right to independently hire intermediaries for auditing, consulting, or verification of specific company matters [18][19] - They can propose the convening of temporary shareholder meetings and board meetings, and they must provide independent opinions on matters that may harm the company or minority shareholders [18][19] Communication and Reporting - Independent directors are required to submit annual reports on their performance, including attendance at meetings and communication with minority shareholders [20][21] - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [22][23] Compensation and Insurance - The company is responsible for providing compensation to independent directors that corresponds to their responsibilities, and it may establish a liability insurance system for them [24][40]