Guangdong Tapai Group Co.Ltd(002233)
Working system of independent directors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to improve, standardize and protect the rights and obligations of independent directors of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as "the company") and give full play to the role of independent directors, in accordance with relevant laws and regulations such as the rules for independent directors of listed companies and the standards for governance of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") This system is formulated in accordance with the relevant provisions of 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 major shareholders that may hinder his independent and objective judgment.
Chapter II General Provisions
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 and 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 the number of independent directors shall not be less than one-third of the number of members of the board of directors of the company, including at least one accounting professional. The independent director candidate nominated as an accounting professional 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 shall, in accordance with the requirements of the CSRC and Shenzhen Stock Exchange, participate in the special training organized by the CSRC, Shenzhen Stock Exchange and their authorized institutions.
Each independent director may concurrently hold the position of independent director of no more than five domestic and foreign listed companies (including the company), and ensure sufficient time and energy to effectively perform the duties of independent director.
The specific number of independent directors for each term shall be determined by the resolution adopted by the general meeting of shareholders who elect the board of directors. Chapter III Conditions of appointment and independence of independent directors
Article 5 independent directors 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 Article 6 of the system;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association. Article 6 the following persons shall not serve as independent directors of the company:
(I) employees in the company or affiliated enterprises and their immediate family members and main social relations (immediate family members 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) more than one of the ten direct or indirect shareholders of the company and their direct relatives has been the direct or indirect shareholder 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 providing financial, legal and consulting services for the company or its subsidiaries;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Chapter IV nomination, election and replacement of independent directors
Article 7 independent directors shall be nominated by 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, and shall be elected or replaced by the general meeting of shareholders.
The nominees of independent directors shall obtain the consent of the nominees 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 the nominee's 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 general meeting of shareholders to elect independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Before the shareholders' meeting for the election of independent directors is held, the board of directors of the company shall submit the relevant materials of the nominees to Shenzhen Stock Exchange. If the board of directors 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. The nominees who hold objections in Shenzhen Stock Exchange cannot be candidates for independent directors, and the company shall disclose the contents of the objection letter in time. When the general meeting of shareholders is held to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange, and the independent directors shall also state their independence and competence, and accept questions from shareholders. Article 8 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of their term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 9 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. Article 10 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 less than one-third of all board members 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. Chapter V responsibilities of independent directors
Article 11 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, 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 latest audited net asset value) shall be approved by independent directors in advance; 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) 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 12 in addition to performing the duties of the preceding article, 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) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) 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 or more than 5% of the company's latest audited net asset value, and whether the company has taken effective measures to recover the arrears;
(V) matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
(VI) other matters stipulated by laws, administrative regulations, CSRC, Shenzhen Stock Exchange 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.
If the matters mentioned in the first paragraph of this article are matters that 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 13 when the independent director finds that the company has the following circumstances, he shall actively perform the obligation of due diligence and report to Shenzhen Stock Exchange in time. If necessary, he shall employ an intermediary to conduct special investigation:
(I) important 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 14 in addition to attending the meeting of the board of directors, independent directors shall ensure to arrange reasonable time 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 the stock exchange in time. Article 15 independent directors perform their duties independently and are not affected by the company's major shareholders, actual controllers, or other units or individuals with an interest in the company. When independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers. When exercising their functions and powers, independent directors shall pay special attention to whether the relevant deliberation contents and procedures meet the requirements in the relevant documents issued by the CSRC and other regulatory authorities. The independent directors of the company shall verify the contents of the resolutions of the board of directors announced by the company and actively pay attention to the reports and information of the company. It is found that the company may have major issues that are not submitted to the board of directors or the general meeting of shareholders for deliberation as required, fail to timely or properly perform the obligation of information disclosure, there may be false records, misleading statements or major omissions in the information released by the company, and the production and operation may violate the laws, regulations or the articles of association, And other situations suspected of violating laws and regulations or damaging the shareholders' rights and interests of the public, they shall actively understand the situation, timely ask the company in writing, and urge the company to make practical rectification or public clarification. Article 16 in case of any of the following circumstances, the independent director shall report to 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 written request of two or more independent directors 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 17 independent directors shall submit a work report to the annual general meeting of shareholders of the company, which 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 in the year;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposed convening of the board of directors, proposed employment or dismissal of accounting firms, independent employment of external audit institutions and consulting institutions, etc;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Chapter VI guarantee for independent directors to perform their duties
Article 18 the company shall ensure that independent directors enjoy the same right to know as other directors, timely provide relevant materials and information to independent directors, regularly report the operation of the company, and organize independent directors to conduct factual investigation when necessary. The company must notify the independent directors in advance of the matters that need to be decided by the board of directors according to the legal time, and provide sufficient information at the same time. If the independent director considers that the information is insufficient, he may request supplement.
The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least five years. Article 19 the company shall provide working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors shall actively assist the independent directors in performing their duties, such as introducing the situation, providing materials, etc. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the company shall handle the announcement in time. Article 20 the expenses incurred by independent directors in employing intermediaries and related expenses incurred in exercising their functions and powers shall be borne by the company. Article 21 the company shall give appropriate allowances to independent directors. The standard of allowance disclosure shall be formulated by the board of directors and approved in the annual report of the company.
In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel. Article 22 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VII assessment of independent directors
Article 23 the company may from time to time assess the performance of legal functions and powers, maintaining independence, attending meetings, actual working hours and participating in training of independent directors, and take accountability measures such as reducing allowances, no longer recommending re-election and requesting the general meeting of shareholders to replace them for their dereliction of duty or misconduct that fail to faithfully and encourage the performance of legal functions and powers according to law. Article 24 If the independent directors are unable to attend the meeting in person, the independent directors shall not give written opinions. If the independent directors are unable to attend the meeting in person, they shall not give written opinions on behalf of the independent directors in advance. If an independent director fails to attend the meeting in person or entrust other directors to attend the meeting of the board of directors for two consecutive times, he shall be deemed unable to perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Chapter VIII supplementary provisions
