Guangxi Liugong Machinery Co.Ltd(000528) working system of independent directors (December 2021)
catalogue
Chapter I General Provisions Chapter II Conditions of appointment of independent directors Chapter III nomination, election and replacement of independent directors Chapter IV special functions and powers of independent directors Chapter V working conditions of independent directors 8 Chapter VI Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company”), promote the standardized operation of the company and create a good working environment for independent directors, the company shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the governance standards for listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as “the guidelines”) “Standardized operation guidelines”) Shenzhen Stock Exchange Stock Listing Rules (hereinafter referred to as “Stock Listing Rules”), guidance on establishing independent director system in listed companies (hereinafter referred to as “guidance”), guidance on information disclosure of Listed Companies in Shenzhen Stock Exchange No. 8 – filing of independent directors (SZS [2021] No. 336) This working system is formulated in combination with the actual situation of the company in accordance with the provisions of the guidelines for the performance of duties of independent directors of listed companies and other relevant laws, regulations, rules, normative documents and the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties and safeguard the overall interests of the company in accordance with the requirements of relevant laws, administrative regulations, departmental rules, normative documents, self-discipline rules and the articles of association, especially pay attention to the legitimate rights and interests of minority shareholders. Article 3 independent directors shall maintain their identity and independence in performing their duties. In the process of performing their duties, they shall not be affected by the controlling shareholders, actual controllers or other units or individuals with an interest in the company; In case of any situation that affects the identity independence, the independent director shall timely notify the company and eliminate the situation. If the conditions for independence cannot be met, he shall submit his resignation.
Article 4 the members of the board of directors of the company shall include not less than one-third of the independent directors, Including at least one accounting professional (those nominated as independent director candidates as accounting professionals shall have rich accounting professional knowledge and experience, and at least have the qualification of certified public accountant or senior professional title, associate professor or above professional title and doctoral degree in accounting, audit or financial management).
Article 5 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.
Article 6 independent directors and persons to be independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Chapter II Conditions of appointment of independent directors
Article 7 candidates for independent directors shall comply with the following laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on the qualifications, conditions and requirements of independent directors:
(i) Relevant provisions of the company law on the qualification of directors;
（2） Relevant provisions of the civil servant law of the people’s Republic of China (if applicable);
（3） Relevant provisions of the guidance;
（4） Relevant provisions of the notice of the CPC Central Commission for Discipline Inspection on regulating the central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (if applicable);
（5） Relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises (if applicable);
（6） Relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision (if applicable);
（7） Relevant provisions of the guidelines on the system of independent directors and external supervisors of joint-stock commercial banks issued by the people’s Bank of China (if applicable);
（8） Relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC (if applicable);
（9） Relevant provisions (if applicable) such as the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions, the provisions on the administration of the qualifications of directors, supervisors and senior managers of insurance companies, and the measures for the administration of independent directors of insurance institutions issued by the CBRC;
（10） Relevant provisions of business rules such as standardized operation guidelines;
（11） Other laws, administrative regulations, departmental rules, normative documents and other relevant provisions on the qualifications, conditions and requirements of independent directors.
Article 8 candidates for independent directors shall have basic knowledge related to the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange, and have more than five years of working experience in law, economy, management, accounting, finance or other necessary work experience for performing the duties of independent directors.
Article 9 except those who are not allowed to serve as directors of the company, the following persons shall not serve as independent directors of the company:
(i) Persons who work in the company or its affiliated enterprises, their immediate family members and their main social relations;
（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 ten 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 their affiliated enterprises of the listed company and their immediate family members;
（5） Personnel providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
（6） Personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
（7） Persons who have had one of the situations listed in the preceding six items in the last twelve months;
（8） Within the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
（9） Other personnel who are determined by Shenzhen Stock Exchange to have no independence.
The subsidiaries of the controlling shareholders and actual controllers of the company as mentioned in this article do not include those listed in accordance with article 10.1.1 of the stock listing rules Article 4 stipulates that affiliated enterprises that do not form an affiliated relationship with the company.
The term “immediate relatives” as mentioned in this article refers to spouses, parents and children; The main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters and brothers and sisters of spouses.
The major business transactions mentioned in this article refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the stock listing rules, other relevant provisions of Shenzhen Stock Exchange and the articles of association, or other major matters recognized by Shenzhen Stock Exchange. Article 10 candidates for independent directors shall have no following bad records:
(i) Being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
（2） Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company, and the term has not expired;
（3） Those who have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs due to securities and futures violations and crimes within the last 36 months;
（4） Being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
（5） Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months;
（6） As the object of punishment for dishonesty, he has been identified and restricted by the national development and Reform Commission and other ministries and commissions to serve as a director of a listed company;
（7） In the past, the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times, or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors, and less than 12 months have passed;
（8） Other circumstances recognized by Shenzhen Stock Exchange.
Article 11 when nominating candidates for independent directors, in addition to complying with the above provisions, the nominees for independent directors shall also focus on whether the candidates for independent directors are under the following circumstances:
(i) Failing to attend the board meeting in person for two consecutive times or more than half of the total number of board meetings in 12 consecutive months during the previous period of serving as an independent director;
（2） Failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
（3） Serving as a director, supervisor or senior manager in more than five companies at the same time;
（4） Prior to the expiration of the term of office of the previous independent director, he was removed from office by the listed company in advance;
（5） Being punished by other relevant departments other than the CSRC within the last 36 months;
（6） Other circumstances that may affect the integrity, diligence and independent performance of duties of independent directors.
In case of any of the above circumstances, the nominee shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
Chapter III nomination, election and replacement of independent directors
Article 12 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 13 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, educational 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.
Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions. Independent directors and persons to be independent directors shall participate in relevant training and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange in accordance with the requirements of the guiding opinions. If the independent director candidate fails to obtain the independent director qualification certificate when the company issues the notice of the shareholders’ meeting on the election of independent directors, he shall make a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange, and make an announcement.
Article 14 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to the CSRC, the dispatched office of the CSRC where the company is located and the stock exchange where the company’s shares are listed and traded 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.
Article 15 the company shall, at the latest when issuing the notice and announcement of the general meeting of shareholders on the election of independent directors, Relevant materials for filing of independent directors (including but not limited to statement of independent director nominees, statement of independent director candidates and resume of independent director candidates) (qualification certificate of independent directors) shall be submitted to Shenzhen Stock Exchange and relevant announcements shall be disclosed. 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 Shenzhen Stock Exchange at the same time.
The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors.
When holding the 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 the Shenzhen Stock Exchange.
Article 16 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 six years. If he has served as an independent director for six consecutive years in the company, he shall not be nominated as an independent director candidate of the company within 12 months from the date of this fact.
Article 17 independent directors shall attend the meeting of the board of directors 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 work report to the general meeting of shareholders of the company to explain their performance of duties.
Article 18 when an independent director is prohibited from serving as a director or an independent director as stipulated in the company law, guiding opinions, stock listing rules of Shenzhen Stock Exchange, standardized operation guidelines and other relevant laws, administrative regulations, departmental rules, normative documents and self-discipline rules, before the expiration of the term of office of the independent director, The company may remove him from his post through legal procedures. If the removed independent director considers that the company’s reasons for removal are improper, he may make a public statement.
Article 19 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 in the articles of association and guiding opinions 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. Before the newly elected independent director takes office, the original independent director shall continue to perform his duties as an independent director according to law, except for resignation and removal due to loss of independence.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
In case of the above situation, the board of directors, the board of supervisors or the nominated shareholders shall propose to convene an extraordinary general meeting of shareholders, and the company’s general meeting of shareholders shall elect new independent directors.
Chapter IV special functions and powers of independent directors
Article 20 in addition to the functions and powers conferred on directors by the company law and other laws, regulations, rules, normative documents and the articles of association, independent directors also have the following functions and powers:
(i) Related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall
