Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-035 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
Independent director system
(the system was revised by the resolution of the company's first extraordinary general meeting of shareholders in 2022 on February 17, 2022)
Preface original clause revised clause
number
1.0 purpose
1.0 the purpose is to further improve the governance structure of listed companies, further improve the governance structure of listed companies and promote the standardized operation of China Wuyi Co.Ltd(000797) into China Wuyi Co.Ltd(000797) (hereinafter referred to as "the company"), According to the guiding opinions on the establishment of independent director system under the self-discipline supervision guidelines for listed companies on the stock exchange of listed companies by China Securities Regulatory Commission (Shenzhen Securities Regulatory Commission) (hereinafter referred to as "CSRC") and No. 1 - the articles of association of listed companies listed on the main board This system is formulated in accordance with the provisions of. This system is formulated in accordance with the guidelines for the performance of duties of independent directors of listed companies and the articles of association.
5.6 the term of office of independent directors is the same as that of other directors of the company, and they can be re elected after the expiration of their term of office. 5.6 the term of office of independent directors and other directors of the company can be re elected, but the re-election time shall not exceed two years. If the term of office is the same and the term of office expires, they can be re elected for six years. Independent directors who have served continuously in the company have been appointed, but the term of re-election shall not exceed six years. Those who have completed six years shall not be nominated as candidates for independent directors of the company within 12 months from the date of this fact.
6.1 independent directors shall have the following special rights in addition to the company law 6.1 independent directors shall have the following special rights in addition to the 3 rights conferred on directors by the company and other relevant laws and regulations and other relevant laws and regulations: in addition to their functions and powers, they shall also have the following special rights 6.1.1 the total profit to be reached by the company with associated legal persons:
More than 3 million yuan or more than the amount that the company plans to reach with related legal persons in article 6.1.1 of the company's recent audit
Related party transactions of 0.5% of the net asset value, or related party transactions with a proposed total amount of more than 3 million yuan or more than 10000 yuan with a transaction amount of more than 0.5% of the audited net asset value between the company and the related natural person shall be handled by the independent director or approved by the proposed related natural person and submitted to the board of directors for discussion; Before making a judgment on the related party transactions with a transaction amount of more than 300000 yuan, the independent director can hire an intermediary to make transactions. After being approved by the independent director, the independent director shall submit a report of the independent financial adviser to the board of directors for discussion as the basis of his judgment; Before the independent director makes a judgment, the basis shall be. An intermediary may be employed to issue a report on the employment or dismissal of accounting consultants proposed to the board of directors in article 6.1.2 of independent finance as the basis for its judgment. Certified Public Accountants. 6.1.2 propose employment or dismissal to the board of directors 6.1.3 propose to the board of directors to convene an interim meeting of major accounting firms.
meeting. 6.1.3 propose to the board of directors to convene an interim meeting 6.1.4 propose to convene the board of directors. East Conference.
6.1.5 independent engagement of external audit institutions and consultants 6.1.4 proposal to convene the board of directors.
Institutions. 6.1.5 independently employ external audit institutions and 6.1.6 publicly report to consulting institutions before the general meeting of shareholders.
Shareholders solicit voting rights. 6.1.6 before the general meeting of shareholders, we can collect the opinions of minority shareholders and propose that Likai solicit voting rights from shareholders.
The profit distribution proposal shall be directly submitted to the board of directors for review. 6.1.7 collect and concentrate the opinions of minority shareholders and put forward suggestions. The profit distribution proposal shall be directly submitted to the board of directors, and the independent directors shall obtain full deliberation when exercising the above functions and powers.
More than half of the independent directors agree that if the independent directors exercise the functions and powers in article 6.1.5, the above proposal shall not be adopted or the above functions and powers cannot be agreed by all independent directors; When the independent board of directors normally exercises its functions and powers, the company shall exercise the other functions and powers mentioned in the preceding paragraph according to the relevant conditions, and shall obtain all independent disclosure. More than half of the legislative directors agree. The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Items 6.1.1 and 6.1.2 of the first paragraph can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
4.6.2 in addition to performing the above duties, independent directors shall also report the following matters to the board of directors or the general meeting of shareholders
Express independent opinion: the General Assembly expresses independent opinion:
6.2.1 nomination, appointment and removal of directors; 6.2.1 nomination, appointment and removal of directors;
6.2.2 appoint or dismiss senior managers; 6.2.2 appointment and dismissal of senior managers; 6.2.3 remuneration of directors and senior managers of the company 6.2.3 remuneration of directors and senior managers; Remuneration;
6.2.4 the company's shareholders, actual controllers and their related personnel employ and dismiss accounting firms; The joint venture corrects the major accounting errors of the company's existing or incurred loans or other funds that are higher than 3 million yuan or higher than 5% of the company's net asset value due to the change of accounting policies, accounting estimates or recent audit, except for the change of accounting standards 6.2.5; And whether the company has taken effective measures to recover the financial and accounting reports and internal arrears of the company in 6.2.6; Control the related party transactions and unqualified audit opinions issued by the accounting firm that need to be disclosed in non-standard 6.2.5; Insurance (excluding the provision of 6.2.7 internal control evaluation report for subsidiaries within the scope of consolidated statements; for guarantee), entrusted financial management and external provision of plans for the change of commitments of financial related parties in 6.2.8; The impact of funding, changing the purpose of raised funds and the issuance of preferred shares of listed companies on the independent change of accounting policies, shares and derivatives of various shares of the company;
Major matters such as investment; 6.2.10 formulation of the company's cash dividend policy 6.2.6 debt repayment scheme of related parties with assets; Determination, adjustment, decision-making procedures, implementation and 6.2.7 change of investment projects with raised funds; Information disclosure and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors by formulating and adjusting the company's cash dividend policy in 6.2.8; In the whole profit-making year, the board of directors of the company did not put forward the plan for related party transactions and cash profit distribution to be disclosed in 6.2.11; For guarantee (excluding guarantee for sub item 6.2.9 major asset restructuring plan and equity incentive company within the scope of consolidated statements), entrusted financial management and plan provision; Matters related to financial assistance and use of raised funds 6.2.10 regularly report matters related to major external guarantees and audit opinions such as fund occupation of related parties, investment in related items, stocks and derivatives; Item; 6.2.11 matters that the independent directors believe may damage the major asset restructuring plan of small and medium-sized enterprises and manage the shareholders' rights and interests; 6.2.12 in accordance with relevant laws, administrative regulations, departmental plans, share repurchase plans, rules and regulations of related parties of the company, normative documents and debt repayment plan of Shenzhen Securities Exchange; 6.2.13 other matters stipulated in the business rules and the articles of association of the company. The company plans to decide that its shares will no longer be listed.
Transactions of the exchange;
6.2.14 matters considered by independent directors that may damage the legitimate rights and interests of minority shareholders;
6.2.15 relevant laws and regulations, Shenzhen Securities
Other matters specified in the relevant provisions of the exchange and the articles of association.
Article 6.4 when independent directors find that listed companies or related entities have the following circumstances, they shall actively perform the obligation of due diligence, and may hire intermediaries to conduct special investigation if necessary:
6.4 when independent directors find that the company has the following circumstances, 6.4.1 when major matters are not submitted to the directors as required, they shall actively perform the obligation of due diligence and be deliberated by the board of directors or the general meeting of shareholders;
6.4.2 the company fails to perform the obligation of information disclosure in a timely or appropriate manner;
6.4.1 important matters are not submitted to the board of directors as required. 6.4.3 there may be 5 deliberation in the information released by the company; Failing to perform the obligation of information disclosure in time in 6.4.2 of false records, misleading statements or major omissions; Leakage;
6.4.3 there are false records and errors in the public information. 6.4.4 the company's production and operation may violate the legal guidance statement or major omission; Laws, regulations or articles of Association;
6.4.4 other situations suspected of violating laws and regulations or damaging small and medium-sized enterprises 6.4.5 other situations suspected of violating laws and regulations and damaging the shareholders' rights and interests of the society. It will affect the interests of shareholders of public shares or the interests of the public.
The board of directors of the listed company or the independent securities exchange of the listed company shall immediately confirm the existence of the above situation and urge the listed company to send an independent report to the CSRC.
7.1 in principle, the independent directors of the company shall work effectively for the listed company they serve for many times every year. 7.1 the independent directors of the company shall take photos for 15 working days every year, including attending the laws, regulations, normative documents of the general meeting of shareholders, meetings of the company's articles of association, meetings of the board of directors and various special committees, 6 procedures, and the requirements of this system, Go to the company to conduct on-site work on the production and operation status, management and internal management of the company. In addition to attending the meeting of the board of directors, the construction and implementation of control and other systems, and the independent directors of the board of directors shall go to the company to investigate the implementation of the resolutions of the on-site meeting every year. In principle, the working time shall not be less than 10 days. The management of the company shall discuss the work and make major investment in the company
