Working system of independent directors
(approved at the 20th meeting of the second board of directors held on December 21, 2021, and still to be submitted to the general meeting of shareholders for deliberation) Chapter I General Provisions
Article 1 in order to further improve the governance structure and board structure of Nova Technology Corporation Limited(300921) (hereinafter referred to as “the company”), promote the standardized operation of the company and give full play to the role of independent directors in the board of directors, 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 This working system is formulated in accordance with the actual situation of the company, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other laws and regulations, departmental rules, normative documents, the articles of association and other relevant provisions.
Article 2 an independent director refers to a director who does not hold any position other than an independent 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 have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws, regulations and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Article 4 independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers or units or individuals having interests with the company and its major shareholders and actual controllers.
Article 5 independent directors can be in up to 5 listed companies (including the listed companies, companies listed on Shanghai and Shenzhen stock exchanges and companies listed on overseas stock exchanges) to serve as independent directors at the same time, and ensure that they have enough time and energy to effectively perform the duties of independent directors, and independent directors shall not hold any position in enterprises with competitive relations with the company or have any affiliated relationship with such enterprises.
Article 6 at least 1 / 3 of the members of the board of directors of the company shall be independent directors, and the independent directors shall at least include
Including 1 accounting professional. The accounting professionals referred to in the preceding paragraph shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(i) Have the qualification of certified public accountant;
（2） Have a senior professional title, associate professor or above and a doctor’s degree in accounting, auditing or financial management.
Article 7 among the remuneration and assessment, audit, nomination and other committees under the board of directors, independent directors shall account for more than 1 / 2 and serve as the chairman. At least one independent director of the audit committee shall be an accounting professional.
Article 8 if the number of independent directors of the company fails to meet the requirements of laws, regulations, normative documents and the articles of association, the company shall supplement the number of independent directors in accordance with the regulations.
Article 9 independent directors and persons to be independent directors shall act in accordance with the provisions of the China Securities Regulatory Commission
At the request of the Commission (hereinafter referred to as “CSRC”), participate in the training organized by the CSRC and its authorized institutions, and obtain the qualification certificate of independent director in accordance with relevant regulations.
If the independent director candidate fails to obtain the independent director qualification certificate when the company issues the notice of the general meeting of shareholders 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, and make an announcement.
Chapter II qualifications of independent directors
Article 10 independent directors shall meet the following basic conditions:
(i) Have the independence required by laws, regulations, the articles of association and relevant regulations;
（2） Have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
（3） At least five years of legal, economic or other work experience necessary to perform the duties of independent directors;
（4） Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
（5） Other conditions stipulated in the articles of association.
Article 11 independent directors must be independent, and the following persons shall not serve as independent directors:
(i) Persons who hold posts in the company or its affiliated enterprises and their immediate family members and major social relations;
(immediate relatives 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.);
（2） Natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or the top 10 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 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） Work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work in controlling shareholder units with significant business dealings;
（7） Personnel who have been under one of the circumstances 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 affiliated enterprises of the controlling shareholders and actual controllers of the company in items (4), (5) and (6) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company in accordance with the stock listing rules and the gem stock listing rules.
Chapter III nomination, election and replacement of independent directors
Article 12 nomination, election and replacement of independent directors:
(i) The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the company’s shares have the right to nominate candidates for independent directors, which shall be deliberated and approved by the board of directors and elected by the general meeting of shareholders.
（2） The nominee of independent directors shall fully understand the nominee’s occupation, educational background, professional title, detailed work experience, all part-time jobs and other information that shall be disclosed according to the articles of association, and express opinions on his qualification and independence as an independent director;
The nominee of independent directors shall obtain the consent of the nominee before nomination; The nominees shall make a written commitment before the shareholders’ meeting and agree to accept the nomination.
（3） The nominee shall make a statement that there is no relationship between himself and the company that affects his independent and objective judgment, and shall promise that the information publicly disclosed is true and complete, so as to ensure the effective performance of the duties of independent directors after election.
（4） Before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees (including but not limited to the declaration of nominees, declaration of candidates, resume of independent directors and qualification certificate of independent directors) to the securities regulatory authority. If the board of directors of the company has any objection to the relevant information of nominees, it shall also submit the written opinions of the board of directors.
（5） Nominees who disagree with the CSRC may be candidates for directors of the company, but not candidates for independent directors.
（6） When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by the CSRC.
Article 13 the board of directors of the company shall, at the latest when issuing the notice of the general meeting of shareholders for the election of independent directors, publicize the detailed information such as the occupation, educational background, professional qualification, detailed work experience and all part-time jobs of independent director candidates through the website of the exchange for three trading days. Independent director candidates and nominees shall check all relevant information disclosed or agreed by the company. If there are errors or omissions in the disclosed or publicized contents, they shall timely inform the listed company to make corrections. Article 14 the company shall clearly disclose in the relevant announcement that “the proposal for the election of independent directors can be submitted to the general meeting of shareholders for deliberation only after the exchange has no objection to the filing of independent director candidates”, explain that the detailed information of independent director candidates has been publicized according to the requirements of the exchange, and prompt the feedback channel.
Article 15 after the shareholders’ meeting deliberates and approves the proposal for the election of independent directors, the independent directors shall submit the written and electronic documents of the director’s statement and commitment to the exchange within one month.
Article 16 The term of office of independent directors is the same as that of other directors of the company, and the term of office shall be calculated from the date of adoption of the resolution of the general meeting of shareholders. Upon the expiration of the term of office, they may be re elected, but the term of re-election shall not exceed 6 years.
Article 17 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.
Article 18 If the resignation of an independent director causes the number of independent directors or members of the board of directors to be lower than the minimum number specified in the articles of association, or there are no accounting professionals among the independent directors, the independent directors shall still perform their duties in accordance with laws, administrative regulations and the articles of association before the by elected independent directors take office.
The board of directors shall complete the by election of independent directors within 2 months from the date when the independent director submits a written resignation report.
Article 19 shareholders who individually or jointly hold more than 1% of the company’s shares may raise a challenge or removal proposal to the board of directors against independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently, or fail to safeguard the legitimate rights and interests of the company and small and medium-sized investors.
Article 20 the challenged independent director shall explain the questioned matters in time. The board of directors shall timely convene a special meeting to discuss and draw conclusions after receiving relevant queries or removal proposals.
Article 21 the voting method for the election of independent directors is the same as that for the election of other directors by the company.
Chapter IV responsibilities of independent directors
Article 22 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.
Article 23 in order to give full play to the role of independent directors, independent directors shall have the following special functions and powers in addition to the functions and powers of general directors:
(i) Before major connected transactions are submitted to the board of directors for discussion, they shall be submitted to the board of directors for discussion after being approved by independent directors. Before making a judgment, the independent director may hire an intermediary to issue an independent financial consultant’s report as the basis for judgment; See the articles of Association for the standards of major related party transactions.
（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） Propose to convene the board of directors;
（5） Independent engagement of external audit institutions and consulting institutions;
（6） Before the general meeting of shareholders is held, the stock rights shall be publicly collected from shareholders, but shall not be collected by means of compensation or compensation in disguised form.
Article 24 when exercising the above functions and powers, independent directors shall obtain the consent of more than 1 / 2 of all independent directors. If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information and the board of directors shall explain it at the latest general meeting of shareholders.
Article 25 in addition to performing the above duties, independent directors shall also 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;
（2） Appoint or dismiss senior managers;
（3） Remuneration and equity incentive plans for directors and senior managers of the company;
（4） Change the purpose of the raised funds;
（5） 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, investment in stocks and their derivatives and other major matters that need to be disclosed;
（6） Institutional profit distribution policies, plans, cash dividends and plans for converting capital reserve into share capital;
（7） Whether the company’s major purchase, sale and replacement of assets are beneficial to the company and all shareholders; (8) equity incentive plan and employee stock ownership plan;
（9） Major asset restructuring plan of the company;
（10） Employment and dismissal of accounting firms;
（11） The company repurchases shares in the form of centralized bidding transaction;
（12） Matters considered by independent directors that may damage the rights and interests of minority shareholders;
（13） Other matters stipulated in laws, administrative regulations, departmental rules, normative documents and the articles of association.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 26 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence, and shall hire an intermediary to conduct special investigation when necessary:
(i) Important matters are not submitted to the board of directors for deliberation as required;
（2） Failure to perform the obligation of information disclosure in time;
（3） There are false records, misleading statements or major omissions in information disclosure;
（4） Other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 27 in case of any of the following circumstances, the independent director shall make a statement to the public: (I) being dismissed by the company, I think the reason for dismissal is improper;
（2） The independent director resigns due to the company’s circumstances that hinder the independent director from exercising his functions and powers according to law;
（3） When the meeting materials of the board of directors are insufficient, more than half of the independent directors’ written request to postpone the meeting of the board of directors or postpone the consideration of relevant matters is not adopted;
（4） The board of directors fails to take effective measures after reporting the suspected illegal acts of the company or its directors, supervisors and senior managers to the board of directors;
（5） Other circumstances that seriously hinder independent directors from performing their duties.
