三人行: 三人行：独立董事工作制度（2025年9月）

Core Points - The document outlines the independent director system of Sanrenxing Media Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][3] - The company mandates that at least one-third of the board members must be independent directors, including at least one accounting professional [2][3] Summary by Sections General Principles - The system is established to improve the governance structure of the company and ensure independent directors fulfill their duties [1] - Independent directors owe a duty of loyalty and diligence to the company and all shareholders [1][3] Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including relevant work experience and independence from the company and its major shareholders [2][3] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Nomination, Election, and Replacement - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [9][10] - The term for independent directors aligns with that of other board members, with a maximum consecutive term of six years [13][14] Powers and Responsibilities - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [17][18] - They have the authority to hire external consultants and propose meetings to address significant issues [18][19] Support for Independent Directors - The company must provide necessary resources and support for independent directors to perform their duties effectively [26][27] - Independent directors are entitled to equal access to information and must be informed of company operations regularly [27][28] Reporting and Communication - Independent directors are required to submit annual reports on their performance and maintain communication with minority shareholders [25][26] - The company must ensure timely disclosure of relevant information and support independent directors in their oversight roles [29][30]