Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Working system of independent directors
February, 2002
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure and the board structure of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”), strengthen the restraint and supervision mechanism for internal directors and managers, 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”), the securities law of the people’s Republic of China, the notice of the State Council on Approving and transmitting the opinions of the CSRC on improving the quality of listed companies, the guidelines for the governance of listed companies, and the rules for independent directors of listed companies (hereinafter referred to as the rules for independent directors) The system is formulated in accordance with relevant laws, regulations, normative documents such as the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules) and the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has independent directors. Independent directors refer to directors who do not hold other positions in the company except directors and have no relationship with the company and its major shareholders that may hinder their independent and objective judgment.
Article 3 the proportion of independent directors in the board of directors of the company shall not be less than 1 / 3, including at least one accounting professional (accounting professional refers to the accounting professional specified in Article 9 of the system).
Article 4 independent directors have the obligation of good faith 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, the articles of association and the working system, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company.
Article 5 when the number of independent directors of the company fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors not meeting the requirements of the independent director rules, the company shall make up the number of independent directors in accordance with the provisions.
Article 6 in principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties. In addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange a reasonable time to the company’s site every year to understand the company’s daily operation, financial management and other standardized operations.
Chapter II qualification and independence requirements of independent directors
Article 7 an independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers. Serving as an independent director shall meet the following basic conditions:
（1） Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
（2） Have the independence required by laws, regulations and other normative documents;
（3） Have the basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
（4） At least 5 years of working experience in law, economics or other necessary to perform the duties of independent directors;
（5） Other conditions stipulated in the articles of association.
Article 8 independent directors must be independent. The following persons shall not serve as independent directors:
（1） 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 of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
（2） Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders and their immediate family members among the top 10 shareholders of the company;
（3） Persons working 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;
（4） Persons who hold posts in the controlling shareholders, actual controllers and affiliated enterprises of the company; （5） Personnel who provide 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; （6） Serve as a director, supervisor and senior manager of an entity that has significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries (referring to matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the stock listing rules or the articles of association, or other major matters recognized by Shanghai Stock Exchange), Or serve as a director, supervisor and senior manager in the controlling shareholder unit of the business transaction unit;
（7） Persons who have had the situations listed in the preceding six items in the most recent year;
（8） Being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
（9） 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;
（10） Being punished by the CSRC within the last three years;
（11） Being publicly condemned or criticized by the stock exchange for more than two times in the past three years;
（12） Has served as an independent director in five listed companies;
（13） Serving as a national civil servant;
（14） During the period of serving as an independent director, he did not attend the board meeting for two consecutive times or did not attend the board meeting in person, accounting for more than 1 / 3 of the board meeting in that year; （15） During the period of serving as an independent director, the independent opinions expressed are obviously inconsistent with the facts; （16） Other circumstances recognized by CSRC or Shanghai Stock Exchange.
Article 9 accounting professionals shall have rich professional knowledge and experience in accounting 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 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 10 independent directors and persons who intend to serve as independent directors shall, in accordance with the requirements of the CSRC, participate in the training organized by the CSRC and its authorized institutions, and obtain the qualification certificate of independent directors.
Chapter III election procedures 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 nominees of independent directors shall obtain the consent of the nominees 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 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.
Article 13 when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials of the candidates for independent directors to the CSRC and its local representative office and the Shanghai Stock Exchange. If the board of directors of the company has any objection to the relevant information of independent director candidates, it shall submit the written opinions of the board of directors at the same time. Nominees with objections from the above-mentioned institutions can be candidates for directors of the company, but they cannot be candidates for independent directors. When holding the general meeting of shareholders to elect independent directors, the company shall explain whether the candidates for independent directors are objected by the above-mentioned institutions.
Article 14 the cumulative voting system shall be adopted for the election of independent directors. When holding a general meeting of shareholders to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shanghai Stock Exchange.
Article 15 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. If the dismissed independent director considers that the company’s reason for dismissal is improper, he may make a public statement.
Article 16 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 the board of directors of the company is lower than the minimum requirements specified by the CSRC or other relevant laws and regulations 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 17 If an independent director fails to meet the qualifications of an independent director as stipulated in relevant laws and regulations and this system 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 18 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.
Chapter IV functions and powers of independent directors
Article 19 the board of directors of the company shall establish special committees for audit, remuneration and assessment, nomination, strategy, etc. All special committees are composed of directors, among which independent directors shall account for the majority and serve as the convener of the audit committee, nomination committee and remuneration and assessment committee. The convener of the audit committee shall be an accounting professional.
Article 20 independent directors enjoy the rights conferred on directors by the company law, other relevant laws, regulations and the articles of association
Various functions and powers.
Article 21 in addition to the functions and powers conferred on directors by the company law, other relevant laws, regulations and the articles of association, independent directors also enjoy the following special functions and powers:
（1） 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 approved by independent directors in advance; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his judgment.
（2） Propose to the board of directors to employ or dismiss the accounting firm;
（3） Propose to the board of directors to convene an extraordinary general meeting of shareholders;
（4） Propose to convene the board of directors;
（5） Publicly solicit voting rights from shareholders before the general meeting of shareholders;
（6） 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 1 / 2 of all independent directors when exercising the functions and powers in items (I) to (V) above, and the consent of all independent directors when exercising the functions and powers in Item (VI) above. The above items (I) and (II) shall be approved by more than half of the independent directors before they can be submitted to the board of directors for discussion.
If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall report the relevant situation
