Henan Qingshuiyuan Technology Co.Ltd(300437)
Working system of independent directors
Article 1 in order to promote the standardized operation of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “the company” or “the company”), safeguard the interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the rules for independent directors of listed companies, the guidelines for corporate governance of listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange This system is formulated in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the guidelines for the performance of duties of independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of mainboard listed companies and the articles of association.
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 have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with relevant laws and regulations and the requirements of 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 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.
In principle, independent directors shall work effectively for the listed company they serve for no less than 15 working days every year, including attending the general meeting of shareholders, meetings of the board of directors and various special committees, investigating the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of resolutions of the board of directors, and discussing work with the company’s management, Conduct field research on major investment, production and construction projects of the company. The company has three independent directors, including one accounting professional.
Accounting professionals refer to those with senior accounting titles or certified public accountants.
Article 5 when 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 the law, the company shall make up the number of independent directors in accordance with the provisions.
Article 6 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 requirements of the CSRC.
Article 7 an independent director must 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;
(II) have the independence required by the rules for independent directors of listed companies;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than five years of legal or other necessary working experience as an independent director;
(V) other conditions stipulated by laws, regulations and the articles of association.
Article 8 independent directors must be independent, and the following personnel shall not serve as independent directors of the company: (I) personnel serving in the company or its affiliated enterprises and their immediate relatives Main social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, 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 have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel recognized by the CSRC and Shenzhen Stock Exchange or specified in the articles of association. Article 9 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 10 the nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 11 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 and 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 before the general meeting of shareholders for the election of independent directors is held, the board of directors of a listed company shall publish the relevant contents in accordance with the provisions of the preceding paragraph and submit the relevant materials of all nominees to the Shenzhen Stock Exchange. 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 13 nominees who have objections to 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 after the company is listed, the board of directors of the company shall explain whether the independent director candidate is objected by the CSRC.
Article 14 The term of office of independent directors is the same as that of other directors. They can be re elected after the expiration of their term of office, but the term of re-election shall not exceed six years.
Article 15 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.
Article 16 Where an independent director is prohibited from acting as an independent director according to laws and regulations and the articles of association or is not suitable for performing the duties of an independent director, the board of directors shall request the general meeting of shareholders to replace him. Article 17 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 18 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, and shall explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company.
Article 19 If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in laws and regulations or the articles of association 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 20 in order to give full play to the role of independent directors, in addition to the functions and powers conferred on directors by the company law and the articles of association, independent directors shall also enjoy the following special functions and powers:
(I) major connected transactions (connected transactions between the company and connected natural persons with a transaction amount of more than 300000 yuan; connected transactions between the company and connected legal persons with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the latest audited net assets of the listed company) shall be approved by the independent directors, Submit to the board of directors for discussion; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report as the basis for their 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) may publicly solicit voting rights from shareholders before the general meeting of shareholders, and publicly solicit voting rights from shareholders before the general meeting of shareholders, but shall not be solicited in a paid or disguised way;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company.
When exercising the functions and powers in items (I) to (V) of the preceding paragraph, independent directors shall obtain the consent of more than half of all independent directors; 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) can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the proposals listed in paragraph 1 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 21 the independent directors of the company shall account for the majority of the members of the audit committee, the nomination committee and the remuneration and assessment committee, and act as the convener.
Article 22 independent directors shall express their consent, reservation and reasons for the following major matters of the company, objection and reasons, and independent opinions that cannot express their opinions and reasons:
(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 financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) 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;
（11） Related party transactions that need to be disclosed, providing guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major matters;
（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 listed companies;
（13） The company plans to decide that its shares will no longer be traded on the Shenzhen Stock Exchange, or apply for trading or transfer in other trading places instead;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated by relevant laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association. The types of independent opinions expressed by independent directors include consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles, and the opinions expressed shall be clear and clear.
Article 23 If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. 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 24 when the independent directors find that the company has the following circumstances, they shall actively perform the obligation of due diligence and report to the Shenzhen Stock Exchange in time. If necessary, they shall apply for an intermediary to conduct special investigation:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the public information;
(IV) other situations suspected of violating laws and regulations or damaging the rights and interests of public shareholders.
Article 25 in addition to attending the meeting of the board of directors, independent directors shall ensure that they have no less than 10 days each year to conduct on-site investigation on the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors. If abnormal conditions are found in on-site inspection, they shall report to the board of directors and Shenzhen Stock Exchange in time.
Article 26 in case of any of the following circumstances, the independent director shall report to the Shenzhen Stock Exchange in time: (I) being dismissed by the company, I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his functions and powers according to law;
(III) when the meeting materials of the board of directors are insufficient, the proposal of two or more independent directors in writing to postpone the meeting of the board of directors or postpone the consideration of relevant matters is not adopted;
(IV) 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;
(V) other circumstances that seriously hinder independent directors from performing their duties.
Article 27 independent directors shall submit a work report to the annual general meeting of shareholders of the company, which shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposing to convene the board of directors, proposing to hire or dismiss accounting firms, and independently hiring external audit institutions and consulting institutions;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Article 28 the performance of the independent directors’ resolutions and management system of the listed company shall be recorded in the records of the independent directors’ performance of their duties and management system, including the independent directors’ performance of their duties and management system
