Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”), improve the structure of the company’s board of directors and protect the interests of minority shareholders and stakeholders, this system is formulated in accordance with the relevant laws, regulations, normative documents and articles of Association.
Article 2 the independent director referred to in this system refers to the director who does not hold any position other than 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 the selection, functions and powers, term of office and other matters of independent directors shall be implemented in accordance with the rules for independent directors of listed companies, the articles of association and other relevant provisions. Where there are no provisions in the rules for independent directors of listed companies or the articles of association, these systems shall apply.
Article 4 in addition to the conditions for serving as independent directors listed in the articles of association, persons who meet the following conditions shall not serve as independent directors:
(I) persons who work in the company or its affiliated enterprises, their immediate family members and their 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.);
(II) shareholders who directly or indirectly hold more than 1% of the issued shares of the company or are natural persons among the top ten shareholders of the company and their immediate family members;
(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;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Article 5 candidates for independent directors shall obtain the qualification certificate of independent directors. The company shall submit relevant materials of independent director candidates (including but not limited to the statement of nominees, candidate statement and resume of independent directors) to the 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 to the bourse at the same time.
Article 6 the nominees of independent directors shall, in accordance with the provisions of the articles of association, verify the relevant conditions of the candidates for independent directors and make explanations.
Chapter II Duties and powers of independent directors
Article 7 independent directors not only have the same rights, obligations and responsibilities as other directors of the company given by the company law, other relevant laws and regulations and the articles of association, but also exercise special powers and express independent opinions in accordance with the articles of association, the rules for independent directors of listed companies and other laws, administrative regulations, departmental rules and normative documents. Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his judgment.
Article 8 independent directors shall actively pay attention to the capital transactions between the company and related parties, understand whether the company is occupied or transferred by the controlling shareholders and their related parties, and timely submit to the board of directors of the company to take corresponding measures in case of abnormalities.
Article 9 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.
Independent directors may resign before the expiration of their 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 of the articles of association and the system due to the resignation of independent directors, or there are no accounting professionals in the independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Chapter III working system of annual report of independent directors
Article 10 independent directors shall earnestly perform the responsibilities and obligations of independent directors and be diligent in the preparation, deliberation and disclosure of the company’s annual report.
Article 11 within one month after the end of each fiscal year, the senior management of the company shall comprehensively report the operation of the company and the progress of major events to the independent directors. The company shall arrange independent directors to conduct on-site investigation on relevant matters.
Article 12 the independent directors shall fully communicate with the annual audit Certified Public Accountants on the composition of the audit team, audit plan, risk judgment, testing and evaluation methods of risks and fraud, key points of annual audit and other matters before the annual audit accounting firm enters the audit.
Article 13 the independent directors shall require the company to arrange at least one meeting between the independent directors and the annual audit CPA after the annual audit CPA issues the preliminary audit opinion and before the board meeting is held to review the annual report.
Article 14 before convening the board of directors to review the annual report, the independent directors shall review the adequacy of the procedures, necessary documents and materials and information that can make reasonable and accurate judgments for the convening of the board of directors. In case of any inconsistency with the relevant provisions for convening the board of directors or insufficient judgment basis, the independent directors shall put forward opinions on supplementing, rectifying and delaying the convening of the board of directors, If it is not adopted, it may refuse to attend the board of directors and require the company to disclose the circumstances and reasons for its failure to attend the board of directors.
Article 15 independent directors shall pay close attention to the change of accounting firm during the annual review of the company. In case of change of employment, independent directors shall express their opinions. Major related party transactions, employment or dismissal of accounting firms shall be submitted to the board of directors for discussion after more than half of the independent directors agree. With the consent of all independent directors, independent directors can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses shall be borne by the company.
Article 16 independent directors shall pay close attention to the information confidentiality in the process of the company’s annual report and strictly prevent the disclosure of insider information, insider trading and other illegal acts.
Article 17 the Secretary of the board of directors of the company is responsible for coordinating the communication between the independent directors and the management of the company, and actively creating necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
Chapter IV guarantee for the performance of independent directors
Article 18 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary working conditions for independent directors to perform their duties. The Secretary of the board of directors of the company shall actively provide assistance to the independent directors in performing their duties, such as introducing the situation and providing materials, regularly report the operation of the company, and organize the independent directors to make a factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the company shall assist in handling the announcement in a timely manner.
Article 19 the company shall ensure that independent directors enjoy the same right to know as other directors.
For matters that need 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 five years.
Article 20 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 21 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.
Article 22 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, deliberated and approved by the general meeting of shareholders, and disclosed in the annual report of the company. In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Chapter V supplementary provisions
Article 23 independent directors of the company shall not be party and government leading cadres who are in their current positions or who do not hold their current positions but have not gone through retirement (retirement) procedures.
Article 24 the system is formulated by the board of directors and takes effect after being approved by the general meeting of shareholders. The modification of this system shall also be approved by the general meeting of shareholders.
Article 25 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. If the provisions of this system are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and this system shall be modified in time.
Article 26 the board of directors is responsible for the interpretation of this system.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
February 21, 2022
