Jiangxi Sanxin Medtec Co.Ltd(300453)
Working system of independent directors (March 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as the “company”) and promote the standardized operation of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association (hereinafter referred to as the “company charter”), This system is formulated in accordance with the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the “guiding opinions”) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the guidelines on the performance of duties of independent directors of listed companies and the governance standards of listed companies.
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 and safeguard the overall interests of the company in accordance with the requirements of relevant laws and regulations and the articles of association. 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 company.
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. Independent directors shall work effectively for the company for no less than 15 working days every year, including attending the general meeting of shareholders, the 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 the resolutions of the board of directors, discussing work with the company’s management, and discussing the company’s major investment, production Conduct field research on the construction project.
Article 5 the company has three independent directors, at least one of whom is an accounting professional.
The accounting professionals mentioned in the preceding paragraph shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(II) have a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management.
Chapter II qualifications
Article 6 an independent director shall have the qualifications suitable for the exercise of his functions and powers. The basic conditions for serving as an independent director are as follows:
(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 guiding opinions;
(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, economic or other work experience necessary for the performance of the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Article 7 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 and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc., and 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) 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 who provide financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries;
(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 last 12 months;
(VIII) in the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC.
Chapter III nomination, election and appointment of independent directors
Article 8 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 of the company.
Article 9 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 statement that there is no relationship between himself and the company that affects his independent objective judgment.
Before the general meeting of shareholders to elect independent directors is held, the convener of the meeting shall notify all shareholders of the above contents.
Article 10 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to the dispatched office of the CSRC and Shenzhen Stock Exchange 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 have objections to the dispatched offices of the CSRC and the exchange 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, the board of directors of the company shall explain whether the candidates for independent directors are objected by the CSRC.
Article 11 independent directors shall perform their duties from the time when the resolution of the general meeting of shareholders is adopted, and the term of office shall be calculated from the date of taking office. Each term of office is 3 years. After the expiration of the term of office, it can be re elected, but the term of re-election shall not exceed six years. If a director is not re elected in time after the expiration of his term of office, the original independent director shall still perform the duties of independent director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected independent director takes office.
Article 12 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. In addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office. If an independent director is removed in advance, the company shall disclose it as a special disclosure. If the removed independent director believes that the company’s reason for removal is improper, he may make a public statement.
Article 13 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 number of directors of the company is lower than that required by the articles of association due to the resignation of independent directors, or the proportion of independent directors is less than one-third of the members of the board of directors, or there is a lack of accounting professionals among independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 14 If the number of independent directors of the company fails to meet the requirements of Article 5 of the system due to the fact that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the company shall elect independent directors in accordance with the provisions of the articles of Association.
Article 15 independent directors and persons who intend to serve as independent directors shall participate in the training organized by them in accordance with the requirements of the CSRC and the stock exchange.
Chapter IV functions and powers of independent directors
Article 16 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors shall also have the following special rights:
(I) the related party transaction with the amount of more than 300000 yuan between the company and the related natural person, or the related party transaction reached between the company and the related legal person is more than 3 million yuan and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets, shall be approved by the independent director and submitted 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) independently employ external audit institutions or consulting institutions;
(VI) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the above functions and powers.
Article 17 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 major matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) related party transactions (including funds provided by the company to shareholders, actual controllers and their affiliated enterprises); (V) change the purpose of the raised funds;
(VI) external guarantee matters that need to be submitted to the general meeting of shareholders for deliberation;
(VII) equity incentive plan;
(VIII) matters that independent directors believe may damage the rights and interests of minority shareholders;
(IX) other matters stipulated in the articles of association.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 18 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 19 the board of directors of the company shall establish an audit committee, and may establish strategic decision-making, nomination, remuneration and assessment committees in accordance with the relevant resolutions of the general meeting of shareholders. Where there is a remuneration and assessment, audit and Nomination Committee under the board of directors, the independent directors shall account for the majority of the members of the Committee and act as the convener, and at least one independent director in the audit committee shall be an accounting professional.
Article 20 the company shall ensure that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement. When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the deliberation of some matters discussed by the board of directors, which shall be adopted by the board of directors.
The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
Article 21 in order to ensure the effective performance of duties by independent directors, the company will provide necessary working conditions for independent directors.
The Secretary of the board of directors of the company 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 Secretary of the board of directors shall handle the announcement matters at the stock exchange in time.
Article 22 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.
Article 23 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 24 the company shall give appropriate allowances to independent directors. The allowance standard for independent directors shall be formulated by the board of directors, reviewed and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
In addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Article 26 when an independent director resigns or his term of office expires, his obligations to the company and shareholders will not be automatically relieved within a reasonable period after his resignation report has not taken effect. His obligations to keep the company’s business secrets confidential will remain valid after the end of his term of office until the secrets become public information.
Article 27 an independent director whose term of office has not ended shall be liable for compensation for the losses caused to the company due to his unauthorized resignation.
Article 28 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 V supplementary provisions
Article 29 unless otherwise specified, the terms used in this system have the same meaning as those in the articles of association.
Article 30 Unless otherwise specified in this system and there is no ambiguity according to the context, the terms “most”, “more”, “at least”, “higher”, “more than” and “not less than” in this system include this number; “Less than”, “less than”, “beyond”, “more than half” and “less than” do not include this number.
Article 31 the system shall come into force after being deliberated and approved by the general meeting of shareholders.
Article 32 in case of any matters not covered in this system or any conflict between the contents of this system and the provisions of laws and regulations promulgated or modified after the system comes into force, the provisions of laws and regulations shall prevail. Unless otherwise stated in the system, in case of matters not covered in the system or conflict between the content of the system and the provisions of the articles of association, the provisions of the articles of association shall prevail.
Article 33 the board of directors shall be responsible for the interpretation of this system.
