Core Points - The document outlines the insider information management system of Ecovacs Robotics Co., Ltd, aiming to enhance the confidentiality of insider information and protect investors' rights [1][6] - The board of directors is responsible for managing insider information and ensuring accurate and complete records of insider information [1][6] - The document specifies the types of insider information that must be kept confidential, including significant changes in operations, financial status, and major investments [2][6] Group 1: Insider Information Management - The insider information management work is overseen by the board of directors, with the chairman being the primary responsible person [1][6] - Any department or individual must not disclose insider information without board approval, and all external communications involving insider information must be reviewed by the board [1][6] - Insider information must be limited to a minimum number of individuals before public disclosure [1][6] Group 2: Scope of Insider Information - Insider information includes significant changes in business policies, ownership structure, financial ratings, and major losses exceeding 10% of net assets [2][6] - Other types of insider information include major investments, significant debt defaults, and changes in executive management [2][6] - The document also lists specific events that require reporting of insider information, such as major asset restructuring and stock issuance [3][6] Group 3: Insider Information Registrant Management - The company must maintain accurate records of individuals who have access to insider information, including their relationship to the company and the nature of the information [4][6] - The insider information registrant files must be submitted to the Shanghai Stock Exchange within five trading days after public disclosure [6][6] - The company is required to keep these records for at least ten years [6][6] Group 4: Confidentiality and Penalties - Individuals with access to insider information are responsible for maintaining confidentiality [6][6] - The company will investigate any insider trading or information leakage and may impose penalties on responsible individuals [6][6] - Any unauthorized disclosure of insider information by major shareholders or related parties may lead to legal action [6][6]

Core Points - The document outlines the working rules of the Nomination Committee of Ecovacs Robotics Co., Ltd, aimed at improving corporate governance and the election process of the board of directors [3][11] - The Nomination Committee is responsible for recommending candidates for directors and senior management, ensuring a structured and democratic selection process [3][12] Group 1: Composition and Responsibilities - The Nomination Committee consists of at least three directors, with a majority being independent directors [3][4] - The committee is chaired by an independent director, elected by more than half of the committee members [3][6] - The committee's main responsibilities include proposing new candidates for directors and senior management, and establishing selection criteria and procedures [3][11][12] Group 2: Meeting Procedures - Meetings are primarily held in person, but can also be conducted via video or phone if necessary [4][6] - A meeting notice must be sent out at least seven days in advance, detailing the time, location, agenda, and contact information [6][22] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made based on majority votes [5][25][30] Group 3: Decision-Making and Documentation - Decisions made by the committee must be documented and reported to the board of directors the following day [6][38] - Meeting records must include details such as date, attendees, agenda, and voting results [6][42] - Members are bound by confidentiality regarding meeting discussions and decisions [6][45]

General Principles - The internal audit system of the company is established to standardize internal audit work and ensure the internal audit institution exercises its powers according to relevant laws and regulations [1][2] - The internal audit system is designed to prevent and control risks, enhance the reliability of information disclosure, and protect the legitimate rights and interests of investors [4][5] Organization and Personnel - The internal audit institution is responsible to the board of directors and reports its work to the audit committee [3] - The internal audit institution must maintain independence and should not be under the leadership of the finance department [3] Responsibilities and Requirements - Internal audit refers to the evaluation activities conducted by the internal audit institution on the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [4] - The board of directors is responsible for the formulation and effective execution of the internal control system [4][8] - The audit committee is responsible for reviewing financial information and supervising internal and external audit work [4] Specific Implementation - The internal audit institution should focus on the integrity, rationality, and effectiveness of internal control systems and conduct checks at least every six months [6][7] - The internal audit institution is required to report on the execution of the internal audit plan and any issues discovered during the audit process [7][10] Information Disclosure - The audit committee must issue an annual internal control evaluation report based on the evaluation report from the internal audit institution [6][10] - The company is required to disclose the annual internal control evaluation report and the internal control audit report from the accounting firm simultaneously with the annual report [10]

Core Viewpoint - The document outlines the independent director working system of Ecovacs Robotics Co., Ltd., aiming to enhance corporate governance, ensure compliance with relevant laws and regulations, and protect the interests of the company and its shareholders [2][3]. Chapter Summaries Chapter 1: General Principles - The independent director system is established to improve the governance structure of the company and ensure its standardized operation [2][3]. Chapter 2: Qualifications of Independent Directors - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [5]. - They are required to fulfill their duties independently and are obligated to act in the best interests of the company and all shareholders [5]. - Independent directors must spend at least 15 days annually on-site at the company and can utilize various methods to fulfill their responsibilities [5]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [5]. - Independent directors can serve on a maximum of three domestic listed companies to ensure they have sufficient time to perform their duties effectively [5]. Chapter 3: Nomination, Election, and Replacement of Independent Directors - The board of directors or shareholders holding more than 1% of the company's issued shares can propose candidates for independent directors [7]. - Candidates must meet specific legal and regulatory requirements, including independence and relevant experience [7]. - Independent directors must maintain their independence and cannot be related to significant shareholders or have other conflicts of interest [10]. Chapter 4: Rights and Duties of Independent Directors - Independent directors have the right to independently hire external agencies for audits or consultations and can propose meetings to discuss significant issues [15]. - They are responsible for participating in board decisions and ensuring that decisions align with the overall interests of the company and minority shareholders [19]. - Independent directors must report any violations of laws or regulations to the board and can escalate issues to regulatory authorities if necessary [17]. Chapter 5: Supplementary Provisions - The document specifies that the independent director system will take effect upon approval by the board and will be revised in accordance with future laws and regulations [26].

Core Points - The document outlines the work guidelines for the General Manager of Ecovacs Robotics Co., Ltd, emphasizing compliance with laws and company regulations [3][6] - It specifies the responsibilities and powers of senior management, including the General Manager, to ensure ethical conduct and proper management of company resources [3][5] Group 1: General Principles - The General Manager must meet the qualifications set forth by company law and the company's articles of association [3] - Senior management is obligated to adhere to legal and regulatory requirements, ensuring loyalty and diligence towards the company [2][3] Group 2: Responsibilities of Senior Management - Senior management is prohibited from engaging in bribery, misappropriating company funds, or using company assets for personal gain [3][5] - They must not disclose company secrets or use their position to harm the company's interests [3][5] Group 3: Authority of the General Manager - The General Manager is responsible for the company's operational management, implementing board resolutions, and reporting to the board [5][6] - The General Manager can appoint or dismiss other management personnel, subject to board approval for certain positions [5][6] Group 4: Reporting and Accountability - The General Manager is required to regularly report to the board on the company's operational status, major contracts, and financial performance [6] - In the absence of the board, the General Manager must report to the chairman on daily operations [6]

General Overview - The document outlines the management system for the resignation of directors and senior management personnel at Ecovacs Robotics Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Resignation Circumstances and Effectiveness - Resignation scenarios include term expiration, voluntary resignation, dismissal, and other situations leading to actual departure [2][3]. - Directors resign automatically upon the approval of the shareholders' meeting, while senior management resigns upon the board's decision [3]. Responsibilities and Obligations Post-Resignation - Resigned directors and senior management must not interfere with the company's operations or harm the interests of the company and its shareholders [6]. - Confidentiality obligations regarding trade secrets and insider information remain effective after resignation until such information becomes public [6]. Accountability Mechanism - If a resigned director or senior management violates relevant laws or company regulations, the board may pursue compensation for losses incurred, including direct losses and expected profit losses [4][6]. - The company retains the right to require a written plan for any unfulfilled public commitments made by the resigned personnel [6]. Implementation and Amendments - The system becomes effective upon approval by the board and will be amended as necessary [5].

Core Viewpoint - The company has established a comprehensive management system for futures and derivatives trading to mitigate foreign exchange risks and ensure asset safety, in compliance with relevant laws and regulations [1][2][3]. Group 1: Management Structure - The management system applies to the company and its subsidiaries, requiring headquarters' approval for subsidiaries to engage in futures and derivatives trading [1][2]. - The board of directors and shareholders are responsible for reviewing futures and derivatives trading within their authority [1][2]. Group 2: Responsibilities and Procedures - The general manager is responsible for reviewing and signing relevant agreements and documents within authorized limits [2]. - The finance department manages daily operations, including drafting regulations, monitoring market risks, and ensuring sufficient funds for settlement [2][6]. - The audit department oversees the actual operations of futures and derivatives trading, including fund usage and compliance with internal controls [2][3]. Group 3: Risk Management and Compliance - The audit committee evaluates the necessity and feasibility of trading, and may hire professionals for feasibility analysis [3]. - All trading activities must be based on normal business operations and aimed at hedging against exchange rate risks, prohibiting speculative trading [3][4]. - The company must ensure that the foreign currency amounts in contracts do not exceed prudent forecasts of foreign currency receipts or payments [4][5]. Group 4: Approval and Reporting - Significant trading activities require prior approval if they exceed specified thresholds related to net profit and net assets [4][5]. - The finance department must report trading activities to headquarters and ensure compliance with approval authority [5][6]. - Any losses exceeding 10% of the company's audited net profit must be disclosed promptly [7].

Core Viewpoint - The management system for subsidiaries of Ecovacs Robotics Co., Ltd. aims to standardize operations, promote healthy development, optimize resource allocation, and enhance the operational enthusiasm and creativity of subsidiaries [1] Group 1: General Principles - The company defines a subsidiary as a company where it holds more than 50% of the shares or has significant influence over decisions despite holding less than 50% [1] - The relationship between the parent company and subsidiaries is defined as equal legal entities, with the parent company enjoying shareholder rights based on its equity stake [1] - Subsidiaries have independent legal person status and are responsible for their own profits and losses, as well as the preservation and appreciation of the capital invested by the parent company [1] Group 2: Personnel Management - The parent company exercises shareholder rights through the subsidiary's shareholders' meeting to establish the subsidiary's articles of association and appoint key personnel [2] - The responsibilities of the subsidiary's board members and senior management include ensuring compliance with laws, executing the parent company's strategies, and reporting operational conditions [2][3] - Subsidiaries must establish a standardized personnel management system and report personnel changes to the parent company [3] Group 3: Financial Management - The parent company supervises the investment scale, asset structure, and cost-profit aspects of subsidiaries [4] - Subsidiaries are required to submit monthly and quarterly financial reports, as well as annual reports and budgets within specified timeframes [4] Group 4: Operational Decision-Making - Subsidiaries must align their operational and development plans with the parent company's strategic framework [5] - Investment decisions must follow a structured process, including feasibility studies and evaluations to maximize investment efficiency [5] - Any unauthorized actions that result in losses for the parent or subsidiary may lead to disciplinary actions against responsible personnel [5] Group 5: Information Management - Subsidiaries must adhere to the parent company's information disclosure management system and ensure timely and accurate reporting of significant decisions [6][7] - The chairman of the subsidiary is responsible for information disclosure and must report to the parent company's board secretary [7] Group 6: Inspection and Assessment - The parent company implements regular reporting, assessment, and audit systems for subsidiaries [10] - Auditors may be dispatched to subsidiaries to review financial and operational activities [10] - Appointed directors and senior management must regularly report on the subsidiary's operational status to the parent company [10]

Group 1 - The board of directors of Ecovacs Robotics Co., Ltd. held its first meeting, with all 9 directors present, meeting the legal quorum requirements [1] - The meeting approved several proposals, including the establishment of internal audit regulations and management systems for the company [2][3] - The board proposed the election of Qian Dongqi as the chairman and David Cheng Qian as the vice chairman, both for the current board term [3][4] Group 2 - The board also proposed the formation of various committees, including the Strategy and ESG Committee, Audit Committee, and Compensation and Assessment Committee, with specific members appointed to each [3][4] - The board approved the appointment of Zhuang Jianhua as the general manager and several vice general managers, including Li Yan, Ma Jianjun, and Xu Weiqiang, all for the current board term [5] - The company also appointed Wang Jie as the securities affairs representative to assist the board secretary [5]

| 证券代码：603486 | 证券简称：科沃斯 | 公告编号：2025-030 | | --- | --- | --- | | 转债代码：113633 | 转债简称：科沃转债 | | (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 179 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 409,487,128 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的 | 71.1785 | | 比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，以现场会议和网络投票相结合的方式召开。本 次股东大会会议由公司董事长钱东奇先生主持。本次会议的召开及表决方式符合 《公司法》等法律法规以及《公司章程》的规定。 科沃斯机器人股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 ...