Hengdian Group Dmegc Magnetics Co.Ltd(002056) independent director working system
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”), give full play to the supervisory role of independent directors and promote the standardized operation of the company, According to the independent director rules of listed companies (hereinafter referred to as the independent director rules), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as standardized operation) This system is formulated in accordance with the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 8 – filing of independent directors and other laws, administrative regulations, normative documents 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 shall have the obligation of integrity and diligence to the company and all shareholders, and shall earnestly perform the obligations of directors in accordance with the requirements of relevant laws and regulations, the rules for independent directors, standardized operation and the articles of association, fully understand the operation of the company and the contents of board meetings, and safeguard the interests of the company and all shareholders, Pay special attention to the protection of the legitimate rights and interests of minority shareholders.
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 listed company.
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 4 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”).
If the relevant rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) require that independent directors should obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, and the candidate for independent directors did not obtain the qualification certificate when the company issued the notice of the general meeting of shareholders on the election of independent directors, It shall make a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange, and make an announcement.
Article 5 the company has three independent directors, including at least one accounting professional. Accounting professionals 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;
(II) having a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 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 statutory requirements, the company shall make up the number of independent directors in accordance with the regulations.
Chapter II qualifications and conditions
Article 7 an independent director shall 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 independent director rules;
(III) have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange;
(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) comply with relevant laws, administrative regulations, standardized operation and other normative documents and other conditions specified in the articles of association.
Article 8 independent directors must be independent, and 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., and 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) shareholders who directly or indirectly hold more than 1% of the issued shares of the company or are natural persons among the top ten shareholders of the company and their immediate family members;
(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 all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) 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; (VII) personnel who have been under one of the circumstances listed in the preceding six items in the last 12 months;
(VIII) other personnel stipulated by laws, administrative regulations and departmental rules;
(IX) other personnel identified by CSRC, Shenzhen Stock Exchange or the articles of association.
The affiliated enterprises of the controlling shareholders and actual controllers 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 listed company according to the relevant provisions of the listing rules.
The “major business transactions” mentioned in the preceding paragraph refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the listing rules and other relevant provisions of Shenzhen Stock Exchange or the articles of association, or other major matters recognized by Shenzhen Stock Exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Article 9 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;
(II) 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;
(III) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(IV) 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;
(V) being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (VI) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to serve as a director of a listed company;
(VII) within 12 months after 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;
(VIII) other circumstances identified by Shenzhen Stock Exchange.
Chapter III nomination, election, appointment and replacement of independent directors
Article 10 the board of directors, the board of supervisors and the 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 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, 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 12 in addition to the above-mentioned relevant provisions of the system, the nominee of independent directors shall also focus on whether the candidates for independent directors have the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than half of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director;
(II) 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;
(III) serving as a director, supervisor or senior manager in more than five companies at the same time;
(IV) being removed from office by a listed company before the expiration of the term of office of an independent director in the past;
(V) being punished by other departments other than the CSRC within the last 36 months;
(VI) 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 of the independent director candidate 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 listed company and the countermeasures.
Article 13 the board of directors of the company shall check the qualification and independence of independent director candidates. If it is found that the candidates do not meet the relevant requirements, it shall require the nominees to revoke the nomination of the independent director candidates. Article 14 at the latest, when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials filed by all independent directors (including but not limited to the statement of independent director nominees, statement of independent director candidates, resume of independent directors, qualification certificate of independent directors (if necessary), etc.) to Shenzhen Stock Exchange, And disclose relevant announcements.
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 at the same time.
Article 15 the company shall not submit the independent director candidates who have objections from the CSRC or the Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors, but can be elected as director candidates.
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 an independent director is the same as that of other directors of the company. If the term of office expires, he can be re elected, but the term of re-election shall not exceed six years. If he has served in the company for six consecutive years, he shall not be nominated as an independent director candidate of the company within 12 months from the date of this fact.
Article 17 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 his / her position through legal procedures. If he / she is removed in advance, 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 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 independent director rules due to the resignation of independent directors, or there are no accounting professionals in the independent directors, the resignation report of the independent director shall take effect after the next independent director fills his vacancy. Before the resignation takes effect, the independent director who intends to resign shall continue to perform his duties in accordance with relevant laws, administrative regulations and the articles of association. The company shall complete the by election of directors within two months from the date of resignation of independent directors.
Chapter IV code of conduct of independent directors
Article 19 If an independent director finds that the matters under consideration affect his independence, he shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall timely notify the company and put forward solutions. If necessary, he shall resign.
Article 20 independent directors shall exercise 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;
(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) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) 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 half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph. The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors.
Items (I) and (II) of paragraph 1 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 are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 21 independent directors shall express independent opinions on the following major matters:
(I) nomination, appointment and removal of directors;
(II) appointing and 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 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 (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, stock and Derivative Investment and other major matters;
（12） The total amount of the company’s shareholders, actual controllers and their affiliated enterprises to the company is more than 3 million yuan or more than that of the company
