Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Working system of independent directors
March, 2002
catalogue
Chapter I General Provisions Chapter II Conditions of appointment of independent directors Chapter III nomination, election and replacement of independent directors Chapter IV obligations of independent directors Chapter V functions and powers of independent directors Chapter VI exercise of functions and powers of independent directors 8 Chapter VII Supplementary Provisions ten
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure and the board structure of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company”), 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, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the “guiding opinions”), the guidelines for the governance of listed companies, and the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange This system is hereby formulated in accordance with the relevant provisions of the filing measures for independent directors of Shenzhen Stock Exchange, the guidelines for the performance of duties of independent directors of listed companies and the articles of association of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as 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 the company shall appoint appropriate personnel as independent directors, including at least one accounting professional. The members of the board of directors of the company shall include at least one third of the independent directors.
Independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee established by the board of directors of the company, and the independent directors shall act as the convener. At least one independent director of the audit committee is an accounting professional, and the convener of the audit committee shall be an accounting professional.
Article 4 independent directors shall have the obligation of integrity and diligence to the company and all shareholders, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, the system and the articles of association, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders.
Chapter II independence requirements of independent directors
Article 5 independent directors must be independent.
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.
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 6 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) 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 listed 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) 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 China Securities Regulatory Commission.
Chapter III Conditions of appointment of independent directors
Article 7 an independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers.
Article 8 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; And the candidate for independent director has obtained the qualification certificate of independent director;
(II) have the independence required by this 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 and regulations 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 9 an independent director shall not be under the following circumstances:
(I) being prohibited from entering the securities market by the CSRC and still in the period of prohibition;
(II) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company;
(III) being punished by the CSRC within the last three years;
(IV) those who have been publicly condemned by the stock exchange or criticized in more than three circulars in the past three years;
(V) other circumstances recognized by the stock exchange.
Chapter IV nomination, election and replacement of independent directors
Article 10 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and norms.
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 nominees of independent directors shall obtain the consent of the nominees before nomination. The nominees shall fully understand the nominees’ occupation, educational background, professional title, detailed work experience and all part-time jobs, and express their opinions on their qualifications and independence as independent directors. The nominees shall announce the above contents in accordance with the provisions before there is no dispute between themselves and the company.
Article 13 when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall publish the relevant contents in accordance with Article 12 of these rules, and submit the relevant materials of all nominees to Shenzhen Stock Exchange. 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.
Article 14 The term of office of an independent director is the same as that of other directors of the company. Upon expiration of his term of office, he can be re elected, but the term of re-election shall not exceed six years.
If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within one year from the date of this fact.
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.
Article 16 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 17 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.
Article 18 If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in 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.
Article 19 If 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 requirements of these rules, the company shall make up the number of independent directors in accordance with the provisions.
Chapter V obligations of independent directors
Article 20 the independent directors of the company shall be responsible for the general obligations of directors in the company law, the securities law, the guidelines for the governance of listed companies and other laws, administrative regulations, departmental rules and the articles of association.
Article 21 independent directors shall maintain their identity and independence in performing their duties.
The following persons shall not serve as independent directors:
(I) employees in the company or affiliated enterprises, their immediate relatives and main social relations (immediate relatives 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) 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 work for the actual controller of the company and its affiliated enterprises and their immediate family members;
(V) personnel providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) work in units with significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or work in the controlling shareholder units of units with significant business dealings;
(VII) persons who have had the above situation in the past year;
(VIII) other personnel specified in the articles of Association;
(IX) other situations where the stock exchange determines that it does not have independence.
Article 22 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence, report to the stock exchange in time, and employ an intermediary institution for special investigation when necessary: (I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there is material misrepresentation or omission in the public statement;
(IV) other situations suspected of violating laws and regulations or damaging the rights and interests of minority shareholders.
Article 23 in addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange a 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 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 the stock exchange in time.
Chapter VI functions and powers of independent directors
Article 24 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.
Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 25 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:
(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 latest audited net asset value of the listed company) shall be submitted to the board of directors for discussion after being approved in advance by the independent directors; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his 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, but it shall not be solicited by means of compensation or compensation in disguised form;
(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 26 independent directors shall 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 or dismissing 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) major events that need to be disclosed, such as related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, change of purpose of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives, etc;
(VI) 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 latest audited net asset value, and whether the company has taken effective measures to recover the arrears;
(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 considered by independent directors that may damage the legitimate rights and interests of minority shareholders;
(x) other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of regulatory authorities and the articles of association.
Independent directors shall express one of the following opinions on the matters mentioned in the preceding paragraph: agree; Reservations and their reasons; (a) the reasons and objections; 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 cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 27 independent directors have
