Inner Mongolia Dazhong Mining Co.Ltd(001203)
Working rules for independent directors
Chapter I General Provisions
Article 1 in order to clarify the duties and authorities of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as the company) independent directors, standardize the procedures for independent directors to exercise their functions and powers, and give full play to the role of independent directors in business decision-making, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The rules for independent directors of listed companies, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the provisions of Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of Association (hereinafter referred to as the articles of association), are hereby formulated.
Article 2 These rules are supplementary provisions to relevant laws, regulations, normative documents, the articles of association and the rules of procedure of the board of directors. In addition to the provisions of these rules, the independent directors of the company shall also comply with the provisions of relevant laws, regulations, normative documents, the articles of Association and the rules of procedure of the board of directors.
Chapter II qualifications of independent directors
Article 3 the members of the board of directors of the company shall include at least one-third of the 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.
The qualifications and terms of reference of independent directors shall comply with relevant laws and regulations, normative documents, the articles of association and these detailed rules.
Article 4 an independent director shall meet the following basic conditions:
(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 5 of these rules;
(III) have basic knowledge of the company’s operation and be familiar with relevant laws, administrative regulations, rules and rules; (IV) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
Independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the provisions.
Article 5 independent directors must be independent. 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.
In principle, independent directors can serve as independent directors in up to five companies, and ensure that they have enough time and energy to effectively perform their duties.
The following persons 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) 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 company’s controlling shareholders, actual controllers and their affiliated enterprises and their immediate family members; (V) personnel providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to the project team members of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) persons who hold positions in the company and its controlling shareholders, actual controllers or their respective subsidiaries with significant business dealings, or persons who hold positions in the controlling shareholder units with significant business dealings;
(VII) personnel who have been under one of the circumstances listed in the preceding six items in the last 12 months;
(VIII) in the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC or the stock exchange.
The affiliated enterprises of the controlling shareholder and actual controller of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company according to article 6.3.4 of the stock listing rules of Shenzhen Stock Exchange.
Article 6 independent directors shall ensure that they have enough time and energy to effectively perform their duties. Independent directors of the company shall include at least one accounting professional with senior professional title or certified public accountant qualification.
Chapter III election procedures of independent directors
Article 7 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 8 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 background, 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 objective judgment.
Article 9 before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the relevant contents in accordance with Article 8 of these rules, and submit the relevant materials of all nominees to the stock exchange at the same time. 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.
Nominees who have objections to their nomination or qualification by the CSRC may be candidates for directors of the company, but not candidates for independent directors. When the general meeting of shareholders is held to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by the CSRC.
Chapter IV term of office, removal and resignation of independent directors
Article 10 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 11 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.
Article 12 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 number of independent directors on the board of directors of the company is lower than the minimum number specified in relevant laws, regulations and normative documents 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 13 if 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 these rules, the company shall make up the number of independent directors in accordance with the provisions.
Chapter V functions and powers of independent directors
Article 14 independent directors shall attend the board meeting on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials required for making 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 15 in addition to the functions and powers conferred by laws, regulations and the articles of association, independent directors also have the following special functions and powers:
(I) major connected transactions (connected 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.
(II) propose to the board of directors to employ or dismiss the 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) solicit voting rights from shareholders in public before the general meeting of shareholders is held;
(VI) 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) of the preceding paragraph; 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) in the preceding paragraph shall be submitted to the board of directors for discussion after more than 1 / 2 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.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 16 independent directors shall express independent opinions to the board of directors or the general meeting of shareholders on the following matters: (I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(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 relevant parties to change their commitments:
(IX) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
(x) major events that need to be disclosed, such as related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, change of purpose of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives, etc;
（11） The company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of the company;
（13） The company plans to decide that its shares will no longer be traded on the exchange where it is located, or apply for trading or transfer in other trading places instead;
（14） Matters that independent directors believe may damage the rights and interests of minority shareholders;
（15） Other matters stipulated in relevant laws and regulations, relevant provisions of the stock exchange and the articles of association.
Chapter VI procedures for independent directors to exercise their functions and powers
Article 17 when exercising the special functions and powers mentioned in Item (I) of paragraph (I) of Article 15 of these rules, independent directors shall meet the following procedures and form requirements:
(I) the general manager or financial principal of the company shall submit one copy of the materials related to major related party transactions (including but not limited to: draft agreement, introduction of related parties, transaction purpose, pricing policy, evaluation report or audit report [if any]) to all independent directors;
(II) if more than half of the independent directors believe that the materials provided are insufficient, they may request supplementary materials within three days after receiving the materials, and the materials provider shall provide supplementary materials;
(III) if the materials are sufficient, all independent directors shall discuss and communicate their opinions in the form of meeting or non meeting (including but not limited to: telephone, fax, letter, e-mail, etc.) within 10 days;
(IV) if more than half of the independent directors agree to the connected transaction, the connected transaction can be submitted to the board of directors of the company for voting; If more than half of the independent directors disagree with the related party transaction, the related party transaction shall not be submitted to the board of directors of the company for voting.
Article 18 when an independent director exercises the special functions and powers described in paragraphs (II), (III), (IV) and (VI) of paragraph 1 of Article 15 of these rules, he shall meet the following procedures and form requirements: (I) when an independent director deems it necessary to exercise relevant special functions and powers, he shall make a proposal on the matter, notify all independent directors and initiate discussion;
(II) all independent directors discuss and communicate their opinions on the proposal of the independent director initiating the discussion in the form of meeting or non meeting (including but not limited to: telephone, fax, letter, e-mail, etc.);
(III) if the above proposal is approved by more than half of the independent directors, the independent directors who initiated the discussion shall draft the independent director proposal on the discussion results;
(IV) all independent directors shall sign the above proposal of independent directors and indicate whether they agree to the proposal; (V) if the independent director exercises the special functions and powers mentioned in Item (II) and item (III) of paragraph 1 of Article 15 of these rules, the independent director initiating the discussion shall submit the proposal of the independent director signed by all the independent directors to the chairman of the company; For the proposal of independent directors related to items (II) and (III), the chairman of the board of directors shall send a notice of convening the board of directors within ten days, vote on relevant matters and form a resolution;
(VI) if the independent director exercises the special functions and powers mentioned in Item (IV) and item (VI) of paragraph 1 of Article 15 of these rules, the independent director initiating the discussion shall submit the proposal of the independent director signed by all the independent directors to the Secretary of the board of directors of the company for the record; Independent directors can organize and implement the proposed contents by themselves; If the proposal mentioned in this paragraph cannot be implemented normally, all independent directors shall make a written explanation on the relevant situation.
Article 19 independent directors shall express one of the following opinions on the matters mentioned in Article 16 of these rules: 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 opinions of the independent directors shall be announced. 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 20 the company shall provide necessary conditions for independent directors to ensure that independent directors can effectively exercise their functions and powers.
(I) the company shall provide working conditions necessary 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, providing materials, etc., regularly reporting the operation of the company, and organizing the independent directors to report the facts when necessary
