罗博特科: 罗博特科：独立董事工作制度（2025年8月）

Core Viewpoint - The document outlines the independent director working system of Robotech Intelligent Technology Co., Ltd., aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [2][20]. Group 1: General Provisions - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors are required to fulfill their duties independently, without influence from the company or its major shareholders [3][4]. - The board must consist of at least one-third independent directors, including at least one accounting professional [3][4]. Group 2: Qualifications and Conditions - Independent directors must meet specific qualifications, including relevant professional experience and independence from the company and its major shareholders [7][9]. - They are required to participate in training organized by the China Securities Regulatory Commission (CSRC) and obtain relevant certifications [8][9]. - Certain individuals, such as those with significant shareholdings or familial ties to major shareholders, are prohibited from serving as independent directors [5][10]. Group 3: Nomination and Election - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares [12][13]. - The nomination process requires the consent of the candidates and a thorough review of their qualifications [14][15]. - Independent directors serve a term of three years, with a maximum of two consecutive terms [17][19]. Group 4: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [21][22]. - They have the authority to hire external consultants for audits or consultations and can propose meetings to address significant issues [22][23]. - Independent directors must report any violations of laws or regulations to the board and can escalate issues to the CSRC if necessary [24][25]. Group 5: Rights and Obligations - Independent directors are entitled to receive necessary support and resources from the company to perform their duties effectively [39][40]. - They must maintain clear communication with shareholders and report on their activities and findings annually [31][32]. - Independent directors are prohibited from receiving benefits from the company or its major shareholders beyond their stipulated compensation [44].