Endovastec(SH:688016) Zheng Quan Zhi Xing·2025-08-26 14:12Core Viewpoint - The document outlines the independent director working system of Shanghai MicroPort MedBot (Group) Co., Ltd, emphasizing the governance structure, responsibilities, and qualifications of independent directors to ensure the protection of minority shareholders' rights and the overall interests of the company [1][2][3]. Group 1: General Principles - The independent director system aims to enhance the corporate governance structure and ensure compliance with relevant laws and regulations [1]. - 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 [1][2]. - Independent directors are obligated to act in good faith and diligence, focusing on the interests of all shareholders, particularly minority shareholders [1][3]. Group 2: Appointment and Qualifications - The board of directors must have at least one-third of its members as independent directors, including at least one accounting professional [2]. - Independent directors must meet specific qualifications, including relevant work experience and a clean personal record [3][4]. - Candidates for independent directors must not have any significant relationships or interests that could compromise their independence [4][5]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10]. - They have the authority to hire external consultants for audits or consultations and can propose meetings to address significant issues [10][11]. - Independent directors must attend board meetings and provide clear opinions on agenda items, with specific procedures for voting and dissenting opinions [11][12]. Group 4: Reporting and Communication - Independent directors are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [14][15]. - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [17][18]. - Any obstacles faced by independent directors in exercising their rights must be reported to regulatory authorities [17][18]. Group 5: Compensation and Support - The company is responsible for covering the costs associated with independent directors' duties, including hiring external advisors [46]. - Independent directors should receive compensation commensurate with their responsibilities, which must be approved by the board and disclosed in the annual report [48][49].