Fujian Yongfu Power Engineering Co.Ltd(300712)
Working rules for independent directors
general provisions
Article 1 in order to establish and improve the modern enterprise system and standardize the operation of the company, this system is formulated in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 an independent director refers to a director who does not hold any position other than a 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 independent directors must be independent.
Article 4 independent directors shall have the obligation of good faith and diligence to the company and all shareholders.
Article 5 independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations and the articles of association, safeguard the overall interests of the company, and pay particular attention to the protection of the legitimate rights and interests of minority shareholders.
Article 6 independent directors shall account for more than 1 / 3 of the board of directors; At least one accounting professional (refers to the person with the qualification of certified public accountant or senior title, associate professor or above title and doctoral degree in accounting, audit or financial management).
Chapter II Conditions of appointment
Article 7 independent directors are natural persons.
Article 8 an independent director shall have the qualifications appropriate to the exercise of his / her functions and powers. In addition to the conditions for directors as stipulated in the articles of association, the person serving as an independent director shall also meet the following basic conditions:
(i) Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
（2） Have the independence required by laws and regulations to serve as independent directors;
（3） Have the basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules; (4) have more than five years of legal, economic or other work experience necessary to perform the duties of independent directors; (5) participate in the training organized by China securities regulatory department and its authorized institutions as required;
（6） Other conditions stipulated in the articles of association.
Article 9 the following persons shall not serve as independent directors:
(i) Persons who are not allowed to serve as directors of the company according to the articles of Association;
（2） Persons who work in the company or its affiliated enterprises and their spouses, immediate relatives and main social relations;
（3） Directly or indirectly holds more than 1% of the issued shares of the company or is a natural person shareholder among the top ten shareholders of the company and its immediate family members;
（4） 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;
（5） Persons who have had the situations listed in the preceding four paragraphs in the last year;
（6） Personnel who provide financial, legal, consulting and other services to the company or its subsidiaries;
（7） Serving as an independent director in more than 5 other listed companies (including 5);
（8） Other personnel recognized by the China securities regulatory department.
The immediate relatives mentioned in this article refer to parents, spouses, children, etc; Main social relations refer to brothers and sisters, spouse parents, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.
Chapter III nomination, election and replacement
Article 10 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the total voting shares of the company have the right to propose candidates for independent directors.
Article 11 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.
Article 12 independent directors shall be elected and decided by the general meeting of shareholders by open ballot.
Article 13 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 14 independent directors shall attend the board meeting held on site in person. If they fail to attend the meeting in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace them.
Article 15 before the expiration of the term of office of an independent director, the listed company may remove him through legal procedures. In case of early dismissal, the listed company shall disclose it as a special disclosure.
Article 16 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 statutory minimum due to the resignation of independent directors, the resignation report of the independent director shall take effect after the general meeting of shareholders elects a new independent director to fill the vacancy.
If the number of independent directors of the listed company fails to meet the requirements of these rules due to the fact that the independent directors do not meet the independence conditions or are not suitable for performing the duties of independent directors, the listed company shall make up the number of independent directors in accordance with the provisions. Chapter IV functions and powers
Article 17 in addition to the functions and powers conferred on directors by the company law and the articles of association, independent directors also have the following special functions and powers:
(i) Related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors; Independent directors can hire intermediaries to issue special reports before making judgments;
（2） Propose to the board of directors to employ or dismiss the accounting firm;
（3） Propose to the board of directors to convene an extraordinary general meeting of shareholders;
（4） Solicit the opinions of minority shareholders, put forward proposals on profit distribution and conversion of capital reserve into share capital, and directly submit them to the board of directors for deliberation;
（5） Propose to convene the board of directors;
（6） Independent engagement of external audit institutions and consulting institutions;
（7） Before the general meeting of shareholders is held, the voting rights shall be publicly solicited from shareholders, but it shall not be solicited by means of compensation or compensation in disguised form.
Article 18 an independent director shall obtain the consent of more than 1 / 2 of all independent directors when exercising the functions and powers specified in Article 17 of the system.
Article 19 all the special committees of the board of directors shall be composed of directors, among which the independent directors shall account for the majority and act as the convener of the audit committee, nomination committee and remuneration and performance appraisal committee, and the convener of the audit committee shall be an accounting professional.
Article 20 the company shall bear the expenses of employing an intermediary agency for the independent directors to perform their functions and powers and other expenses required for the exercise of their functions and powers.
Chapter V responsibilities
Article 21 in principle, independent directors shall work effectively for the company for no less than 15 working days every year, and ensure that they have enough time and energy to perform their duties.
Article 22 independent directors are responsible for expressing independent opinions on the following major matters of the company:
(i) Nomination, appointment and removal of directors;
（2） Appoint or dismiss senior management of the company;
（3） Remuneration of directors and senior managers of the company;
（4） The 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;
（5） Related party transactions to be disclosed, provision of guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives and other major matters;
（6） Major asset restructuring plan, equity incentive plan, employee stock ownership plan and share repurchase plan;
（7） The company intends to decide that its shares will no longer be traded in the original exchange, or apply for trading or transfer in other trading places instead;
（8） Matters considered by independent directors that may damage the rights and interests of minority shareholders;
（9） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. Article 23 independent directors express one of the following opinions on the major matters in the preceding article:
(i) Consent;
（2） Reservations and their reasons;
（3） Objections and their reasons;
（4） Inability to express opinions and its obstacles.
The opinions expressed by independent directors shall be clear and clear. When the independent directors have different opinions and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 24 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(i) Basic information of major events;
（2） The basis for expressing opinions, including the procedures performed, the documents of verification, the contents of on-site inspection, etc.; (3) the legality and compliance of major matters;
（4） The impact on the rights and interests of the company and minority shareholders, possible risks and whether the measures taken by the company are effective;
（5） In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
Independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors.
Article 25 the independent directors shall bear the responsibility of confidentiality for the information provided by the company before formal disclosure.
Article 26 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VI working conditions and remuneration
Article 27 the company shall ensure that independent directors enjoy the same right to know as other directors. The company must notify the independent directors in advance of the matters to be decided by the board of directors according to the statutory time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can request supplement.
When two or more independent directors consider that the information is insufficient or the argument is unclear, they may jointly submit a written proposal to the board of directors to postpone the convening of the board of directors meeting or the deliberation of the matter, which shall be adopted by the board of directors.
Article 28 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 assist the independent directors in performing their duties, such as introducing the situation, providing materials, etc.
Article 29 when independent directors exercise their functions and powers, relevant departments and 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 30 the information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years. Article 31 the company shall give appropriate allowances to independent directors. The board of directors shall formulate a plan for the allowance, which shall be reviewed and approved by the general meeting of shareholders of the company and disclosed in the annual report of the company as required.
In addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Chapter VII supplementary provisions
Article 32 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations, the articles of association and the rules of procedure of the board of directors; If this system conflicts with the laws, regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, it shall be implemented in accordance with the provisions of relevant national laws, regulations, normative documents and the articles of association, and shall be revised immediately and reported to the general meeting of shareholders for deliberation and approval.
Article 33 the system shall come into force and come into force as of the date when it is deliberated and adopted by the general meeting of shareholders of the company, and the same shall apply when it is modified. Article 34 The board of directors of the company shall be responsible for the interpretation of this system.
