Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the company”), improve the membership structure of the board of directors, strengthen the restraint and supervision mechanism for internal directors and managers, protect the rights and 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”) According to the relevant provisions of the regulatory authority and the Beijing Haitian Ruisheng Science Technology Ltd(688787) articles of Association (hereinafter referred to as the “articles of association”), the company establishes an independent director system and formulates this system.
Article 2 an independent director refers to a director who does not hold any position other than an independent director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall conscientiously perform their duties in accordance with the requirements of relevant laws, regulations and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders and the influence of units or individuals with interests in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall notify the company in time and submit his resignation if necessary.
Independent directors can concurrently serve as independent directors in up to five listed companies (including companies listed on overseas stock exchanges), and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Chapter II Conditions of appointment and independence of independent directors
Article 4 independent directors shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, regulations and other relevant provisions; (II) have the independence specified in Article 5 of this system;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economy, finance, management or other work necessary for the performance of independent directors;
(V) other conditions required by the regulatory authorities.
Candidates for independent directors shall not be under the following circumstances:
(I) having been administratively punished by the CSRC in the past three years;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the past three years;
(IV) during the period when he served as an independent director, he did not attend the meeting of the board of directors for two consecutive times or did not attend the meeting of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year;
(V) during his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Article 5 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) persons who work in the company or its affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents and children; major social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses);
(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 controlling shareholders, actual controllers and affiliated enterprises of the company;
(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) serve as a director, supervisor or senior manager in a unit with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or serve as a director, supervisor or senior manager in a controlling shareholder unit 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 recognized by the regulatory authority.
Chapter III 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 and decided by the general meeting of shareholders.
Article 7 the nominee of an independent director shall obtain the consent of the nominee before nomination. 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 public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Article 8 the company shall disclose the detailed information of the candidates for independent directors before the general meeting of shareholders, so as to ensure that the shareholders have enough knowledge of the candidates when voting.
Article 9 the company shall fill in the basic information of independent director candidates to the stock exchange within 2 trading days from the date of determining the nomination (the resolution of the board of directors and the board of supervisors of the company on the nomination of independent directors is formed, or the written document of independent directors nominated by shareholders with the right to nominate independent directors is delivered to the company), And submit relevant materials of independent director candidates to the stock exchange, including written documents such as the statement of independent director nominees and the statement of independent director candidates.
If the board of directors of the company has any objection to the relevant information of the independent director candidates nominated by the board of supervisors or shareholders, it shall submit the written opinions of the board of directors to the stock exchange at the same time. Candidates for independent directors and nominees of independent directors shall truthfully answer the inquiries of the stock exchange within the specified time, and timely supplement and submit relevant materials as required. If the candidate for independent director does not meet the qualification or independence requirements of independent director, the stock exchange where the company’s shares are listed may raise an objection to the qualification and independence of the candidate for independent director. For independent director candidates who raise objections from the stock exchange, the company shall not submit them to the general meeting of shareholders for election as independent directors, and shall postpone or cancel the general meeting of shareholders, or cancel the relevant proposals of the general meeting of shareholders.
When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the relevant information of independent director candidates is objected by the stock exchange where the company’s shares are listed.
Article 10 the term of office of independent directors is three years. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 11 Where an independent director fails to attend the meeting of the board of directors in person for three consecutive times, or fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of an independent director, 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 12 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 to explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
If the resignation of an independent director causes the number of independent directors or members of the board of directors to be lower than the minimum number specified in the statutory or the articles of association, or there is no accounting professional among the independent directors, the resignation report shall not take effect until the next independent director fills the vacancy caused by his resignation, except for resignation due to loss of independence and removal from office according to law. Before the resignation report takes effect, the independent director who intends to resign shall continue to perform his duties in accordance with laws, administrative regulations and the articles of association. The original nominee of the independent director or the board of directors of the company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Chapter IV rights and obligations of independent directors
Article 13 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors shall also have the following special functions and powers:
(I) related party 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 may hire an intermediary to issue an independent financial advisory 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) propose to convene a meeting of the board of directors;
(V) may publicly solicit voting rights from shareholders before the general meeting of shareholders is held, but may not solicit voting rights by means of compensation or compensation in disguised form;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of 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 (V) of the preceding paragraph; The exercise of the functions and powers in Item (VI) of the preceding paragraph shall be subject to the consent of all independent directors. Items (I) (II) 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 the first paragraph of this article are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 14 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) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports are issued with non-standard unqualified audit opinions by certified public accountants;
(VII) scheme for relevant parties to change their commitments;
(VIII) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(IX) whether the formulation of profit distribution policy, profit distribution and the plan of converting capital reserve into share capital damage the legitimate rights and interests of small and medium-sized investors;
(x) related party transactions, external guarantees, entrusted financial management, provision of financial assistance, use of raised funds, development of new businesses, investment in stocks and their derivatives and other major matters that need to be disclosed;
（11） 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 and more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
（12） Major asset restructuring plan, equity incentive plan, employee stock ownership plan and share repurchase plan; （13） The company intends to decide that its shares will no longer be traded on the stock exchange where the company’s shares are listed;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters on which independent directors are required to express independent opinions by laws, administrative regulations, departmental rules, normative documents, the business rules of the stock exchange on which the company’s shares are listed and the articles of association.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; If it is impossible to express opinions and their obstacles, the opinions expressed shall be clear and clear. If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 15 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) legality and compliance of major matters;
(IV) the impact on the rights and interests of the company and minority shareholders, possible risks and whether the measures taken by the company are effective;
(V) concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
The independent directors shall sign and confirm the independent opinions issued, and the company shall timely report the above opinions to the board of directors and disclose them together with the relevant announcements of the company. When the independent directors have different opinions and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 16 independent directors shall continue to pay attention to and understand the operation and financial status of the company, focusing on the company’s related party transactions, external guarantees, use of raised funds, protection of public shareholders, mergers and acquisitions, major investment and financing activities, financial management, executive compensation, profit distribution and information disclosure. In addition to attending the meeting of the board of directors, independent directors shall ensure to arrange reasonable time to actively perform their duties through talks, on-site visits and communication with external audit institutions, carefully investigate and verify whether there are false records, misleading statements or major omissions in the company’s financial and accounting reports, and may hire intermediaries to conduct special verification when necessary. Article 17 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials needed to make decisions.
Article 18 If an independent director finds any abnormal situation after investigation, he shall report to the board of directors in time and submit it to the board of directors for verification.
Article 19 independent directors shall submit a work report to the annual general meeting of shareholders of the company, which shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposed convening of the board of directors, proposed employment or dismissal of accounting firms, independent employment of external audit institutions and consulting institutions, etc;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Chapter V work guarantee of independent directors
Article 20 the Secretary of the board of directors shall actively cooperate with the independent directors in performing their duties. The company guarantees that independent directors enjoy the same right to know as other directors, timely provide relevant materials and information to independent directors, regularly report the company’s operation, and organize independent directors to conduct factual investigation when necessary. For any matter that needs to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement.
When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors. The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
Article 21 the company shall provide independent directors
