科沃斯: 独立董事工作制度（2025年5月）

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].