Hangzhou Century Co.Ltd(300078)
Working system of independent directors
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”), effectively protect the interests of minority shareholders and stakeholders and promote the standardized operation of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China The rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”), the guidelines for the governance of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares on the gem”) This system is formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “guidelines for standardized operation”) and the articles of association, and in combination with the actual situation of the company.
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Independent directors have the obligation of integrity and diligence to the company and all shareholders, and shall earnestly perform their duties in accordance with relevant laws, regulations and other relevant provisions, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Chapter II Conditions of appointment of independent directors
Article 3 an independent director shall have the qualifications suitable for the exercise of his functions and powers. Independent directors shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence required by the independent director rules;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) provisions of the civil servant law of the people’s Republic of China on civil servants holding concurrent posts (if applicable); (VI) the provisions of the notice of the CPC Central Commission for Discipline Inspection on standardizing the appointment of central management cadres as independent directors and independent supervisors of listed companies and fund management companies after resigning from public office or retirement (retirement);
(VII) relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises;
(VIII) relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision;
(IX) other conditions stipulated by laws, administrative regulations and the articles of association.
Article 4 independent directors shall not have the following circumstances or bad records:
(I) circumstances in which the company law stipulates that he shall not serve as a director, supervisor or senior manager;
(II) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(IV) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(V) being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (VI) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to serve as a director of a listed company;
(VII) in the past, when he was an independent director, he was proposed by the board of directors to be replaced by the general meeting of shareholders for less than 12 months because he failed to attend the meeting of the board of directors in person for three consecutive times, or because he failed to attend the meeting in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VIII) other circumstances recognized by Shenzhen Stock Exchange.
Chapter III independence of independent directors
Article 5 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) personnel in the company or its affiliated enterprises and their immediate family members and main social relations;
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who hold posts in the company’s controlling shareholders, actual controllers and their affiliated enterprises and their immediate family members; (V) personnel providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the last 12 months;
(VIII) other personnel specified in laws and regulations, departmental rules and the articles of Association;
(IX) other personnel identified by the CSRC and the stock exchange as having no independence.
The affiliated enterprises of the controlling shareholders and actual controllers of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company as stipulated in the GEM Listing Rules.
In the first paragraph, “immediate relatives” refer to spouses, parents and children; “Major social relations” means brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the GEM Listing Rules and other relevant provisions of Shenzhen Stock Exchange or the articles of association, or other major matters recognized by Shenzhen Stock Exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Chapter IV nomination, election and replacement of independent directors
Article 6 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected by the general meeting of shareholders.
Article 7 the nominee of an independent director shall obtain the consent of the nominee before nomination, and the nominee shall issue a written opinion to the company. The nominee shall fully understand the nominee’s occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a statement that there is no relationship between himself and the company that affects his independent objective judgment.
Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Article 8 when nominating candidates for independent directors, the nominees of independent directors shall also focus on whether they have the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than half of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director; (II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) serving as a director, supervisor or senior manager in more than five companies at the same time;
(IV) being removed from office by a listed company before the expiration of the term of office of an independent director in the past;
(V) being punished by other relevant departments other than the CSRC within the last 36 months;
(VI) other circumstances that may affect the integrity, diligence and independent performance of duties of independent directors.
In case of any of the above circumstances, the nominee of the independent director candidate shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
Article 9 before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall review the relevant qualifications of nominees, submit relevant materials of all nominees to Shenzhen Stock Exchange and disclose relevant announcements. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
Nominees who have objections from Shenzhen Stock Exchange may be candidates for directors of the company, but shall not be candidates for independent directors.
When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange.
Article 10 the members of the board of directors of the company shall include at least one-third of the independent directors. The independent directors appointed by the company include at least one accounting professional.
The independent director candidate nominated as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 11 the company shall disclose the detailed information of the candidates for independent directors before the general meeting of shareholders, so as to ensure that shareholders have sufficient knowledge of the candidates when voting.
Article 12 the voting requirements for the election of independent directors are the same as those for the election of directors of the company. The term of office of independent directors is the same as that of other directors of the company. They can be re elected at the expiration of their term of office, but the term of re-election shall not exceed six years.
If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact.
Article 13 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 14 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors. Explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the proportion of independent directors in the board of directors of the company is lower than the number specified in the rules for independent directors and the articles of association due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 15 when the independent directors fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the proportion of independent directors of the company being lower than the minimum requirements specified in the guiding opinions, the company shall supplement the number of independent directors as required.
Chapter V functions and powers of independent directors
Article 16 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, independent directors shall also be given the following special functions and powers: (I) related transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved in advance by independent directors; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report as the basis for their judgment;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward proposals on profit distribution and conversion of capital reserve into share capital, and directly submit them to the board of directors for deliberation
(V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) independently employ external audit institutions and consulting institutions, and the relevant expenses shall be borne by the company.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph, and shall obtain the consent of all independent directors when exercising the functions and powers in Item (VII) of the preceding paragraph.
Items (I) and (II) of paragraph 1 can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the proposals listed in paragraph 1 are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 17 in addition to performing the above duties, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) the company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(V) employment and dismissal of accounting firms;
(VI) changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(VII) the company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
(VIII) internal control evaluation report;
(IX) scheme for relevant parties to change their commitments;
(x) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
（11） The formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（12） Related party transactions that need to be disclosed, providing guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major matters;
（13） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
（14） The company intends to decide its shares
