映翰通: 独立董事工作制度（2025年8月修订）

General Principles - The independent director system is established to promote the standardized operation of Beijing YH Network Technology Co., Ltd. and protect the legitimate rights and interests of all shareholders, especially minority shareholders [1] - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Obligations - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they must perform their duties in accordance with relevant laws and the company's articles of association [2] - They are required to maintain confidentiality regarding the company's trade secrets even after their term ends [2] Composition and Qualifications - The company must have three independent directors, accounting for no less than one-third of the board, including at least one accounting professional [2][3] - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and good personal character [4][8] Nomination and Election - Independent director candidates can be proposed by the board of directors or shareholders holding more than 1% of the company's issued shares, and must be elected by the shareholders' meeting [6][12] - The nomination process requires the consent of the candidate and a thorough review of their qualifications [7][12] Duties and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][22] - They have the authority to independently hire intermediaries for auditing or consulting on specific matters [22] Meeting and Reporting - Independent directors must attend board meetings and can communicate with the board secretary regarding agenda items prior to meetings [25][39] - They are required to submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [35][37] Work Conditions and Support - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities [38][39] - Independent directors are entitled to reasonable expenses incurred while performing their duties, which the company will cover [42] Insurance and Liability - The company may establish a liability insurance system for independent directors to mitigate risks associated with their duties [44]