上海雅仕: 独立董事工作制度（2025年8月修订）

General Principles - The purpose of the independent director system is to improve the corporate governance structure of Shanghai Yashi Investment Development Co., Ltd., promote standardized operations, and protect the legitimate rights and interests of all shareholders [1][2] - The board of directors must have at least three independent directors, accounting for more than one-third of the total members [1][2] Responsibilities and Duties - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, and must perform their duties independently without influence from the company or its major shareholders [2][3] - Independent directors are responsible for participating in decision-making, supervising conflicts of interest, and providing professional advice to enhance the board's decision-making quality [20][21] Qualifications and Independence - Independent directors must meet specific qualifications, including independence, relevant knowledge of listed company operations, and at least five years of relevant work experience [3][4] - Independent directors must maintain their independence and cannot be affiliated with the company or its major shareholders [4][5] Nomination and Election - The board of directors or shareholders holding more than 1% of shares can propose candidates for independent directors, who are then elected by the shareholders' meeting [10][11] - The nomination process requires the consent of the proposed candidates and a thorough review of their qualifications by the nomination committee [11][12] Term and Replacement - Independent directors serve the same term as other directors, with a maximum consecutive term of six years [16][17] - If an independent director fails to attend board meetings consecutively, the board may propose to remove them from their position [17][18] Rights and Powers - Independent directors have the right to independently hire intermediaries for audits or consultations, propose meetings, and publicly solicit shareholder opinions [21][22] - They must provide clear and detailed independent opinions on significant matters, including potential risks and impacts on the company and minority shareholders [22][23] Communication and Reporting - Independent directors are required to communicate regularly with the board and management, and they must submit annual reports detailing their activities and interactions with shareholders [32][34] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [38][39] Support and Compensation - The company is responsible for providing necessary working conditions and support for independent directors, including access to information and resources [37][38] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [42][43]