Shanxi Coal International Energy Group Co.Ltd(600546) working system of independent directors
Revised in February 2022
catalogue
Chapter I General Provisions Chapter II Conditions of appointment of independent directors Chapter III independence of independent directors Chapter IV nomination, election and replacement of independent directors Chapter V functions and powers of independent directors 5 Chapter VI independent opinions of independent directors Chapter VII the company provides necessary conditions for independent directors 9 Chapter VIII Supplementary Provisions nine
Shanxi Coal International Energy Group Co.Ltd(600546)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as “the company”), safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially minority shareholders, In accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, administrative regulations and normative documents, as well as the Shanxi Coal International Energy Group Co.Ltd(600546) chapter (hereinafter referred to as the “articles of association”), and in combination with the actual situation of the company, Formulate this system.
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.
Article 3 independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors earnestly perform their duties and safeguard the overall interests of the company in accordance with the requirements of relevant laws, administrative regulations, normative documents and the articles of association.
Independent directors perform their duties independently and are not affected by the company’s major shareholders, actual controllers or other units or individuals with interests in the company.
Article 4 the company shall set up four independent directors as required, including at least one accounting professional. The accounting professionals mentioned in the preceding paragraph shall 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 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 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 5 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 failure of the company’s independent directors to reach the quorum, the company shall make up for the number of independent directors in accordance with the regulations.
Article 6 independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and relevant competent departments to learn about the protection of investors’ rights and interests.
Chapter II Conditions of appointment of independent directors
Article 7 an independent director of the company shall have the qualifications suitable for the exercise of his / her functions and powers:
(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 Article 10 of the system;
(III) have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, departmental 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) comply with the provisions of the civil servant law of the people’s Republic of China on civil servants holding concurrent posts;
(VI) comply with the provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee of the Communist Party of China on standardizing the appointment of middle management cadres as independent directors and supervisors of listed companies and fund management companies after resigning from public office or retirement (retirement);
(VII) 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) comply with the provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision on the concurrent appointment of members of the leading group of colleges and universities;
(IX) have enough time and energy to effectively perform the duties of independent directors;
(x) other conditions stipulated by the Shanghai Stock Exchange or the articles of association.
Article 8 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 procedure within 2 days after the expiration of the time limit and remove his position as an independent director.
Article 9 candidates for independent directors shall have no following bad records:
(I) he has been subject to administrative punishment by the CSRC in the last 36 months;
(II) during the period when it is publicly determined by Shanghai stock exchange that it is not suitable to serve as a director of a listed company; (III) having been publicly condemned by the Shanghai Stock Exchange or criticized twice or more in the last 36 months;
(IV) during the period of serving as an independent director, he did not attend the meetings of the board of directors for two consecutive times or did not attend the meetings 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) the independent opinions expressed during the period of serving as an independent director are obviously inconsistent with the facts;
Chapter III independence of independent directors
Article 10 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) personnel working 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 hold posts in the actual controllers of listed companies and their affiliated enterprises;
(V) personnel providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries, including 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 that has significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) persons who have had the situations listed in the preceding six items in the most recent year;
(VIII) other personnel recognized by CSRC and Shanghai Stock Exchange.
Chapter IV nomination, election and replacement of independent directors
Article 11 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 12 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, 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 and objective judgment. Before the shareholders’ meeting to elect independent directors is held, the board of directors of the company shall publish the above contents in accordance with the regulations. Those who have served as independent directors in five domestic and foreign listed companies shall not be nominated as independent director candidates of the company.
Article 13 before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall publish the contents mentioned in Article 12 of the system in accordance with the regulations, and shall submit the relevant materials of all nominees (including but not limited to the statement of nominees, statement of candidates and resume of independent directors) to Shanghai Stock Exchange in accordance with the regulations.
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.
Article 14 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 6 years.
Article 15 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall request the general meeting of shareholders to replace him.
Article 16 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 17 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 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 company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
Chapter V functions and powers of independent directors
Article 18 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. Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 19 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by the company law and other relevant laws, administrative regulations and the articles of association, the company also entrusts independent directors to exercise the following 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 deliberation after the independent directors express their prior approval opinions. Independent directors may employ intermediaries to issue special reports before making judgments.
(II) propose to employ or dismiss an 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) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company; (VII) other functions and powers specified in laws and regulations, relevant provisions of CSRC and Shanghai Stock Exchange and the articles of association.
When exercising the functions and powers in items (I) to (V) of the preceding paragraph, independent directors shall obtain the consent of more than half of all independent directors; 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 20 the board of directors of the company shall establish special committees for strategy, audit, nomination, salary and assessment, work safety and environmental protection.
All special committees are composed of directors. Independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee shall be a professional.
Chapter VI independent opinions of independent directors
Article 21 in addition to performing the above duties, independent directors also express independent opinions to the board of directors or the general meeting of shareholders on the following major matters of the company:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers;
(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 and internal control are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulate profit distribution policies, profit distribution plans and cash dividend plans;
（11） Related party transactions to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, investment in stocks and their derivatives and other major matters;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related persons of listed companies;
（13） The company intends to decide that its shares will no longer be traded on the Shanghai Stock Exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters required by laws and regulations and relevant provisions of Shanghai Stock Exchange.
Independent directors express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles. 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 22 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 state the reasons and obstacles to express their opinions.
The independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Article 23 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to the Shanghai Stock Exchange in time
