Innuovo Technology Co.Ltd(000795)
Working system of independent directors
(revised in March 2022)
In order to further improve the corporate governance structure of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as “the company”), improve the membership structure of the board of directors, strengthen the restraint and supervision mechanism for internal directors and managers, protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the company, The system is formulated with reference to the rules for independent directors of listed companies, the guidelines for the governance of listed companies, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by the China Securities Regulatory Commission.
Article 1 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 2 the independent directors of the company shall include 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 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Independent directors account for at least one third of the members of the board of directors of the company.
Article 3 an independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions;
(II) have the independence required by Article 4 of this system;
(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 other conditions stipulated in relevant laws, administrative regulations, normative documents and the articles of association.
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 provisions.
Article 4 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.; 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) 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 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 in one of the situations listed in the preceding six items in the most recent year;
(VIII) in the last year, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel identified by the CSRC 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 stock listing rules of Shenzhen Stock Exchange.
Major business transactions refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant provisions of Shenzhen Stock Exchange or the articles of association, or other major matters recognized by Shenzhen Stock Exchange.
Article 5 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and norms.
(I) 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.
(II) 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. 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.
(III) before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to the securities regulatory department 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.
Nominees who disagree with the CSRC or Shenzhen Stock Exchange cannot be candidates for independent directors. 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 or Shenzhen Stock Exchange.
(IV) 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 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.
(V) 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.
(VI) 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.
(VII) independent directors may resign before the expiration of their 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.
When 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 quorum or the articles of association, 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 independent director shall perform his duties in accordance with laws, administrative regulations, the articles of association and the system. The board of directors shall convene a general meeting of shareholders within two months to elect independent directors. If the general meeting of shareholders is not held within the time limit, the independent director may no longer perform his duties.
Article 6 the company shall give full play to the role of independent directors
(I) in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, the company shall also give independent directors the following special functions and powers:
1. 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; Before the independent directors make judgment and issue independent opinions, they can hire an intermediary to issue a special report.
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 profit distribution proposals, and directly submit them to the board of directors for deliberation;
5. Propose to convene the board of directors;
6. Independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company; 7. Voting rights may be publicly solicited from shareholders prior to the convening of the general meeting of shareholders, but shall not be solicited in a paid or disguised way.
(II) when exercising the above special functions and powers, independent directors shall obtain the consent of more than half of all independent directors; The exercise of the sixth special authority shall be subject to the consent of all independent directors.
(III) if the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
(IV) if the board of directors of the company sets up remuneration, audit, nomination and other committees, independent directors shall account for more than half of the members of the Committee.
Article 7 independent directors shall express independent opinions on major matters of the company
(I) independent directors shall express independent opinions on the following major matters:
1. Nomination, appointment and removal of directors;
2. Appoint and dismiss senior managers;
3. Remuneration of directors and senior managers of the company;
4. Employ and dismiss accounting firms;
5. Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
6. The company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
7. Internal control evaluation report;
8. The scheme for the relevant parties to change their commitments;
9. The impact of preferred stock issuance on various shareholders’ equity of the company;
10. 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;
11. Related party transactions to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, 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 the company;
13. The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
14. Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
15. Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
(II) independent directors shall express one of the following opinions on the above matters, and the opinions expressed shall be clear and clear:
1. Consent;
2. Reservations and their reasons;
3. Objections and their reasons;
4. Inability to express opinions and its obstacles.
(III) 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 8 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) legality and compliance of major matters;
(IV) 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;
(V) concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
The independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Article 9 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to Shenzhen Stock Exchange in time. If necessary, he shall hire an intermediary to conduct special investigation: (I) major matters are not submitted to the board of directors or the general meeting of shareholders 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 legitimate rights and interests of minority shareholders.
Article 10 in addition to attending the meetings of the board of directors, independent directors shall ensure that reasonable time is arranged every year to conduct on-site inspection 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 any abnormality is found in the on-site inspection, it shall be reported to the board of directors of the company and Shenzhen Stock Exchange in time.
Article 11 independent directors shall perform their duties as directors according to law, fully understand the operation of the company and the contents of the board meeting, safeguard the interests of the company and all shareholders, and pay special attention to the protection of the legitimate rights and interests of minority shareholders.
In case of any conflict between shareholders or directors of the company, which has a significant impact on the operation and management of the company, the independent directors shall take the initiative to perform their duties and safeguard the overall interests of the company.
Article 12 in case of any of the following circumstances, the independent director shall report to the CSRC, Shenzhen Stock Exchange or the dispatched office of the CSRC where the company is located in a timely manner:
(I) being dismissed by the company, and 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 incomplete or the argument is 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.
If an independent director makes a public statement in response to the above circumstances, he shall report to the Shenzhen Stock Exchange before disclosure, and make an announcement after being reviewed by the Shenzhen Stock Exchange.
Article 13 independent directors shall submit and disclose their work report to the annual general meeting of shareholders of the company. The work report 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) express independent opinions
