Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Working system of independent directors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company” or “the company”), promote the standardized operation of the company, effectively protect the interests of shareholders and effectively avoid the decision-making risk of the company, this system is hereby formulated in accordance with the company law of the people’s Republic of China, the articles of association and other relevant laws, regulations and normative documents.
Article 2 the independent director referred to in this system refers to the director who does not hold other positions in the company except the members of the special committee of the board of directors and has no relationship with the company and 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.
Article 4 independent directors shall faithfully perform their duties and safeguard the overall interests of the company in accordance with the requirements of relevant laws and regulations, the articles of association and this system, especially pay attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently and shall not be affected by the controlling shareholders, actual controllers or other units or individuals having an interest in the company.
Article 5 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 6 the provisions on directors in the articles of association are applicable to independent directors, unless otherwise stipulated in the system.
Chapter II composition of independent directors
Article 7 the board of directors of the company shall have three independent directors, including at least one accounting professional. Those who are nominated as independent director candidates as accounting professionals shall have rich accounting professional knowledge and experience, and at least have one of the four qualifications: Certified Public Accountant (CPA), senior accountant, associate professor of accounting or doctoral degree of accounting.
When the number of independent directors does not meet the requirements of Article 8 of the company’s independent director system or other conditions, resulting in the number of independent directors not meeting the requirements of the company’s independent director system.
Chapter III Conditions of appointment of independent directors
Article 9 independent directors shall meet the following basic conditions:
(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 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, departmental rules and other normative documents;
(IV) have more than five years of working experience in law, economy, finance, management or other work necessary for performing the duties of independent directors;
(V) other conditions stipulated in relevant laws and regulations and the articles of association.
Article 10 independent directors must be independent. The following persons shall not serve as independent directors of the company:
(I) personnel who work in the company or its affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents and children; major 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 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 or its affiliated enterprises;
(VI) persons who hold posts in the actual controller of the company and its subsidiaries;
(VII) serve as a director, supervisor or senior manager in a unit with significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VIII) being prohibited from entering the securities market by the CSRC and still in the prohibition period;
(IX) being publicly recognized by the stock exchange as unsuitable for serving as directors, supervisors and senior managers of listed companies;
(x) being punished by the CSRC in the last 36 months;
（11） Being publicly condemned or criticized by the stock exchange for more than three times in the past 36 months; （12） Other persons who are not allowed to serve as independent directors of the company as stipulated in the articles of association.
Chapter IV nomination, election and replacement of independent directors
Article 11 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 12 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 shall 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 13 when holding a 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 CSRC and the stock exchange where the company’s shares are listed.
Article 14 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 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.
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.
In addition to the above circumstances and the circumstances stipulated in the company law of the people’s Republic of China that an independent director shall not be removed from office without reason before the expiration of his term of office. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director believes that the company’s reason for dismissal is improper, he may make a public statement. 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 minimum requirements specified in relevant laws and regulations, the articles of association and the system 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.
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 notify the company in time and put forward solutions. If necessary, he shall resign.
Chapter V responsibilities of independent directors
Article 17 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 needed to make decisions.
Article 18 in addition to the functions and powers enjoyed by the directors of the company, independent directors also have the following special functions and powers: (I) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s recently audited net asset value) shall be approved by independent directors in advance. Before making a judgment, independent directors may hire an intermediary to issue an independent financial advisory 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 a meeting of the board of directors;
(V) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(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 the first paragraph 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 19 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 20 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 issues 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 21 in addition to the reasonable arrangement of the board of directors and the management system, the board of directors shall make reasonable arrangements for the on-site inspection and management of the company’s internal production and implementation of the 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 22 when exercising the special functions and powers specified in Article 18 of the system, independent directors shall obtain the consent of more than 1 / 2 of all independent directors.
Article 23 If the above proposals are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 24 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;
(II) appoint or dismiss senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) 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;
(V) the company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan and more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(VI) related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, change of purpose of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives and other major matters that need to be disclosed;
(VII) major asset restructuring plan and equity incentive plan;
(VIII) the company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange, or apply for trading or transfer in other trading places instead;
(IX) matters that independent directors believe may damage the rights and interests of minority shareholders;
(x) other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
The reasons for the resignation of the chairman and the general manager of the company shall be verified, and whether the reasons for the resignation of the chairman and the general manager are consistent with those of the general manager of the company. Independent directors may, when they deem it necessary, hire an intermediary agency to conduct outgoing audit, and the expenses shall be borne by the company. 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 25 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) the way, number and voting of attending the board of directors and the number of attending the general meeting of shareholders throughout the year;
(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 26 independent directors shall make written records of their performance of duties. Independent directors shall perform their duties independently and impartially, and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall notify the company in time and put forward solutions. If necessary, he shall resign.
