Hainan Jinpan Smart Technology Co.Ltd(688676)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as “the company” or “the company”), protect the interests of all shareholders, promote the standardized operation of the company and strengthen risk prevention, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China and the governance standards of listed companies This working system is hereby formulated in accordance with the relevant provisions of the rules for independent directors of listed companies, the measures for the administration of information disclosure of listed companies, the guidelines for the performance of duties of independent directors of listed companies and the Hainan Jinpan Smart Technology Co.Ltd(688676) articles of association.
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 an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(II) have the independence required by the rules for independent directors of listed companies;
(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, economics or other work necessary to perform the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Article 4 the board of directors of the company shall include at least one-third of independent directors, including at least one accounting professional.
Article 5 a candidate nominated as an independent director as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the professional qualification of certified public accountant;
(II) having a senior professional title, associate professor title or doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 the proposed independent director shall, in principle, attend at least one job training organized by relevant institutions recognized by the securities regulatory authority before being employed as an independent director of the company for the first time. It is recommended to attend follow-up training at least once a year within two years after the first employment. Thereafter, follow-up training should be attended at least every two years. After the training, independent directors should be able to fully understand the basic principles of corporate governance, the legal framework for the operation of listed companies, the responsibilities and responsibilities of independent directors, the specific rules of information disclosure and related party transaction supervision of listed companies, and have the awareness of internal control and risk prevention and basic ability to read and understand financial statements.
Article 7 independent directors and persons who intend to serve as independent directors shall participate in relevant training in accordance with the requirements of the rules for independent directors of listed companies, and obtain the qualification certificate of independent directors recognized by the stock exchange in accordance with relevant provisions.
If the independent director candidate fails to obtain the independent director qualification certificate when the company issues the notice of the general meeting of shareholders on the election of independent directors, he shall make a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by the stock exchange, and make an announcement.
Article 8 independent directors shall maintain their identity and independence in performing their duties. In the process of performing their duties, they should not be influenced by the controlling shareholders, actual controllers and other units or individuals with interests in the company; In case of any situation that affects the identity independence, the independent director shall notify the company in time and eliminate it. If the conditions for independence cannot be met, he shall submit his resignation.
Article 9 the following persons shall not serve as independent directors:
(I) personnel who work in the company or its affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(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 have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for the company or its affiliated enterprises;
(VI) other provisions of the articles of Association;
(VII) other personnel recognized by the CSRC.
Article 10 when performing their duties, the independent directors of the company shall strictly abide by the provisions of these rules, attend the meetings of the board of directors on time, understand the production, operation and operation of the listed company, take the initiative to investigate and obtain the information and materials required for making decisions, and fully exercise the functions and powers specified in laws, regulations and the articles of association. Article 11 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and norms:
(I) 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.
(II) 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.
(III) before the general meeting of shareholders to elect independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
(IV) an independent director shall not be removed from office without reason before the expiration of his term of office, except for the circumstances under which he shall not serve as a director specified in the company law and relevant laws and regulations. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director believes that the company’s reason for dismissal is improper, he may make a public statement.
(V) the term of office of independent directors is the same as that of other directors of the company. Upon the expiration of the term of office, a person may be re elected, but the re-election shall not exceed two terms.
(VI) if an independent director fails to attend the meeting of the board of directors in person for two consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Article 12 If an independent director removes his / her post before the expiration of his / her term of office, the independent director and the board of directors shall respectively provide a written explanation to the general meeting of shareholders, and the company shall disclose it as a special disclosure.
Article 13 If an independent director of the company fails to meet the qualifications of an independent director as stipulated in this chapter after taking office, he shall resign from the position of an independent director within 30 days from the date of such circumstances. If he fails to resign as required, the board of directors of the company shall start the decision-making process within 2 days and remove him from the post of independent director.
Article 14 If the proportion of independent directors in all members of the board of directors is less than one-third due to the resignation of independent directors, the independent directors who propose to resign shall continue to perform their duties until the date of the emergence of new independent directors.
The original nominee of the independent director or the board of directors of the listed company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Article 15 an independent director may resign before the expiration of his term of office. Independent directors and the board of directors shall provide written explanations to the shareholders’ meeting. 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.
Chapter II responsibilities of independent directors
Article 16 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors also have the following functions and powers:
(I) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value) shall be submitted to the board of directors for discussion after being approved by independent directors; Before making a judgment, independent directors may 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) propose to convene the board of directors;
(V) solicit voting rights from shareholders in public before the general meeting of shareholders is held;
(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.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
For the remuneration, audit and Nomination Committee under the board of directors of the company, independent directors shall account for more than half of the members of the Committee.
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) remuneration of directors and senior managers of the company;
(III) appointing or dismissing senior managers;
(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) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters stipulated in the articles of association.
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 18 independent directors may express one of the following opinions when exercising their functions and powers:
(I) consent;
(II) reservations and their reasons;
(III) objections and their reasons;
(IV) inability to express opinions and its obstacles.
Article 19 independent directors shall express their opinions in writing.
Article 20 independent directors shall have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations and the articles of association, safeguard the overall interests of the company, and pay particular attention to the non infringement of the legitimate rights and interests of minority shareholders.
Article 21 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 22 independent directors shall ensure that they have enough time and energy to effectively perform their duties. In principle, they can serve as independent directors in up to five companies.
Article 23 independent directors shall ensure that they have enough time and energy to earnestly and effectively perform their duties. Independent directors shall communicate fully and timely with the company’s management, especially the Secretary of the board of directors, to ensure the smooth progress of the work.
In principle, independent directors shall work effectively for the company they serve for at least 15 working days each year, including but not limited to attending the general meeting of shareholders and the meeting of the board of directors, investigating the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors, discussing work with the company’s management, and making major investments Conduct field research on production and construction projects. In principle, the working time of the company shall not be less than ten working days a year.
Article 24 independent directors shall submit an annual work report to the general meeting of shareholders to explain their performance of duties.
Article 25 independent directors who fail to perform their duties shall bear corresponding responsibilities.
Chapter III Procedures for independent directors to perform their duties
Article 26 when the board of directors deliberates the remuneration and incentive plans of directors and senior managers of the company, independent directors shall perform their functions and powers according to the following procedures:
(I) the Secretary of the board of directors shall submit the remuneration of the directors and senior managers of the company and the basic information about the incentive plan to the independent directors five days before the notice of the meeting of the board of directors is issued;
(II) independent directors express their independent opinions on the proposal at the meeting of the board of directors.
Article 27 when the company plans to conduct major connected transactions, the independent directors shall perform their functions and powers in accordance with the following procedures:
(I) the company shall submit the related party transaction plan, draft agreement and other materials that the company believes are helpful for the independent directors to make judgment to all independent directors for review within five working days before the notice of the general meeting of shareholders is issued for the proposed major related party transaction;
(II) independent directors shall complete the review within three working days after receiving the above documents. During this period, if the independent director requires the company to submit supplementary materials according to the review of materials, the company shall arrange to provide them as soon as possible;
(III) after reviewing all the materials, the independent directors may issue independent opinions on whether to agree to submit the related party transactions to the general meeting of shareholders. The board of directors can consider the proposal only after receiving the written opinions agreed by the independent directors;
(IV) independent directors read out and express independent opinions on the proposal at the shareholders’ meeting;
(V) when the independent opinions of independent directors are not adopted by the board of directors, they can report to the general meeting of shareholders. Article 28 when the independent directors think that the company has something that may damage the rights and interests of minority shareholders, they shall perform their functions and powers according to the following procedures:
(I) independent directors issue independent opinions on matters that they believe may damage the rights and interests of minority shareholders
See;
(II) independent directors propose to the board of directors to convene an extraordinary general meeting of shareholders. If the board of directors refuses to convene it, they can propose to the board of supervisors to convene an extraordinary general meeting of shareholders;
(III) independent directors express independent opinions at the extraordinary general meeting of shareholders. All shareholders shall discuss the matters damaging minority shareholders and put forward solutions.
Article 29 when the securities regulatory authority requests to express independent opinions on a certain matter, the independent directors shall directly report to the securities regulatory authority after issuing independent opinions.
