Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-039
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on Revising the working system of independent directors of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records and misleading statements
Or major omission.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as "the company") convened the second board of directors on February 21, 2022
At the 25th meeting and the 18th meeting of the second session of the board of supervisors, the proposal on Amending the working system of independent directors was considered and adopted, and the specific situation is hereby announced as follows:
1、 Work content of the independent director system
Content before revision reason after revision
According to the selection, powers and appointment of independent directors in Article 3 of China Securities Regulatory Commission in 2022, the term of independent directors and other matters issued on January 5, according to the rules on the selection, powers and term of office of independent directors in Article 3 of listed companies, the guiding opinions on the establishment of independent director system in the regulations of independent directors, and, It shall be implemented in accordance with the rules for independent directors of listed companies, the company rules, the articles of association and other relevant provisions from January 5, 2022. Relevant provisions such as the articles of association shall be implemented. The rules on the establishment of independent director system in listed companies on August 16, 2001 and the articles of association shall apply to those that are not stipulated in the guiding opinions on listing and the articles of association. If the company establishes an independent director system, this system shall apply. The guiding opinions of the State Council (Zheng Jian Fa [2001] No. 102) shall be repealed at the same time
Article 4 in addition to the independent directors listed in the articles of association
In addition to the conditions for appointment, the personnel who meet the following conditions shall not serve
independent director:
Article 4 in addition to the conditions listed in the articles of Association for the sole (I) personnel and legislative directors serving in the company or its affiliated enterprises, their immediate relatives and main social relations (immediate relatives refer to
The personnel of the company shall not serve as independent directors: spouse, parents, children, etc; The main social relations are brothers
(I) working in the company or its affiliated enterprises (brothers and sisters, parents of spouses, spouses of children, personnel of brothers and sisters and their immediate relatives, spouses of major social key sisters, brothers and sisters of spouses, etc.); Lineal relatives (immediate relatives) refer to the spouse, parents and children (II) who directly or indirectly hold percent of the issued shares of the company in accordance with the rules of independent directors; Main social relations refer to brothers and sisters, more than one or natural persons among the top ten shareholders of the company. Article 7 amends the distribution shareholders of parents in law, daughter-in-law and son-in-law, brothers and sisters and their immediate relatives;
Spouse, spouse's siblings, etc.); (III) directly or indirectly holding 100% of the issued shares of the company
(II) personnel who provide more than five percent of the shareholder units or the top five shares of the company with financial, legal, consulting and other services for the company or its affiliated enterprises; Personnel in the eastern unit and their immediate family members; (III) other personnel recognized by the CSRC. (IV) having had the conditions listed in the preceding three items in the most recent year
Personnel in shape;
(V) provide financial and legal services for the company or its subsidiaries
Legal, consulting and other service personnel;
(VI) the provisions of laws, administrative regulations and departmental rules
Content before revision reason after revision
Other personnel;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Article 7 in addition to having the same rights as other directors of the company and other duties and responsibilities as those entrusted to the company by the company law and other relevant laws, regulations and the articles of association, independent directors also have the same rights as directors in accordance with the articles of association In addition to the obligations and responsibilities, the reasons for the amendment of Article 3 and the departmental rules shall also be carried out in accordance with the provisions of laws, administrative regulations, administrative regulations, departmental rules and normative documents such as the company's Guiding Opinions on the establishment of independent director system in listed companies and the rules for independent directors of listed companies Exercise special functions and powers and express independent opinions in accordance with the provisions of normative documents. Independent directors exercise special powers and express independent opinions. Before independent judgment, an intermediary institution can be hired to issue an independent financial advisory report. Before the director makes judgment, an intermediary inquiry report can be hired as the basis for his judgment. The agency shall issue an independent financial consultant report as the basis for its judgment.
Article 9 before the expiration of the term of office of independent directors, the company may pass the law
Set a procedure to remove him from his post.
In case of early dismissal, the company
It shall be disclosed as a special disclosure.
Independent directors may resign before the expiration of their term of office. independent
Article 9 an independent director shall not resign before the expiration of his term of office. He shall submit a written resignation report to the board of directors, and shall be dismissed without reason in accordance with the independent director rules. In case of early dismissal, the company's independent directors who are dismissed in connection with their resignation or who think it is necessary to cause Articles 17, 18 and of the company to think that the reasons for the company's dismissal are not noticed by shareholders and creditors. Article 19 amendment
When necessary, a public statement can be made. If the resignation of an independent director leads to the resignation of an independent director on the board of directors of the company
The proportion of events is lower than that of the articles of association and this system
Minimum requirements or no accounting professionals among independent directors
When, the resignation report of the independent director shall be submitted to the next independent director
Effective after the director fills his vacancy.
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 for independent directors to perform their duties
Working conditions. The Secretary of the board of directors of the company shall actively serve as an independent director
Provide assistance in the performance of duties, such as briefing and providing materials
Materials, etc., regularly report the operation of the company, and organize if necessary
Article 18 the company shall give independent directors a factual investigation. Appropriate allowances issued by independent directors. The standard of allowance shall be determined by the directors' opinions, proposals and written explanations. If it should be announced, the company shall
The board of directors shall formulate a plan, which shall be deliberated and approved by the general meeting of shareholders, and timely assist in handling the announcement. Disclosure shall be made in accordance with the independent director rules and in the company's annual report. In addition to the above-mentioned Article 19, the company shall ensure that independent directors enjoy the same right to know as the "Chapter VI performance allowance of independent directors", independent directors shall not have the same right to know as the company and other directors. For the revision of their major shareholders or interested institutions and matters subject to the duty guarantee decided by the board of directors, the company must notify the independent personnel in advance according to the legal time to obtain additional Other directors who have not been disclosed and provide sufficient information at the same time, the independent directors believe that
Interests. If the information is insufficient, supplementary information may be requested. When two or two
More than independent directors believe that the information is insufficient or the argument is unclear
When it is confirmed, the board of directors may jointly propose in writing to postpone the meeting of the board of directors
The board of directors shall approve the meeting of the board of directors or postpone the consideration of the matter
adopt.
Information provided by the company to independent directors, the company and independent directors
They should be kept for at least five years.
Content before revision reason after revision
Article 20 when independent directors exercise their functions and powers, relevant persons of the company
The staff member shall actively cooperate and shall not refuse, hinder or conceal,
They shall not interfere with their independent exercise of functions and powers.
Article 21 fees for independent directors to hire intermediaries
And other expenses required for the exercise of functions and powers shall be borne by the company.
Article 22 the company shall give appropriate to independent directors
Allowance. The standard of allowance shall be formulated by the board of directors,
It is deliberated and approved by the general meeting of shareholders and reported in the annual report of the company
Dew. In addition to the above allowances, independent directors shall not be from the company
And its major shareholders or interested institutions and personnel
Obtain additional and undisclosed interests.
2、 Review procedures to be performed
(I) opinions of the board of directors
The board of directors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors (Announcement No.: 2022-023) disclosed by the company on February 22, 2022.
（2） Opinions of the board of supervisors
The board of supervisors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 18th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of supervisors (Announcement No.: 2022-024) disclosed by the company on February 22, 2022.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
3、 Documents for future reference
(I) resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors
(II) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 18th meeting of the second board of supervisors
(III) revised working system of independent directors
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
