Ningbo Jialian Technology Co., Ltd
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as “the company”), promote the standardized operation of the company, and protect the legitimate rights and interests of all shareholders, especially minority shareholders, from infringement, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other laws and administrative regulations Normative documents, Shenzhen Stock Exchange GEM Listing Rules and listed company governance standards, The system is formulated with reference to the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the “guiding opinions”) and the articles of association of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the “articles of association”) issued by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
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. 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 relevant national laws and regulations and the requirements of 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 3 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 with an interest in the company.
Article 4 the independent directors employed by the company may concurrently serve as independent directors in up to four other listed companies (including companies listed on Shenzhen Shanghai Stock Exchange and overseas stock exchanges), and shall ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 the members of the board of directors of the company shall include at least one-third of the independent directors. At least one accounting professional should be included.
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;
（2） Have a senior professional title, associate professor or above and a doctor’s degree in accounting, auditing or financial management.
Article 6 if the independent directors of the company fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors of the company not meeting the requirements of relevant national laws and regulations, the company shall make up the number of independent directors in accordance with the regulations.
Article 7 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Chapter II Conditions of appointment of independent directors
Article 8 an independent director of the company shall meet the following conditions:
(i) Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; （2） Have the independence required by the guidance;
（3） Have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
（4） At least five years of working experience in law, economics or other necessary to perform the duties of independent directors;
（5） Other conditions stipulated in the articles of association.
Article 9 in order to ensure the independence of independent directors, the following persons shall not be candidates for independent directors of the company:
(i) Personnel working in the company or its affiliated enterprises and 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.);
（2） Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders and their immediate family members among the top ten shareholders of the company;
（3） Persons working 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;
（4） Persons who hold posts in the controlling shareholders, actual controllers and their affiliated enterprises of the company and their immediate family members; （5） Personnel providing financial, legal and consulting services for the company and its controlling shareholders 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;
（6） 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;
（7） Persons who have been under one of the circumstances listed in the preceding six items in the last twelve months;
（8） Within the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
（9） Being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
（10） Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company, and the term has not expired;
（11） Those who have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs due to securities and futures violations and crimes within the last 36 months;
（12） Being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
（13） Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months;
（14） As the object of punishment for dishonesty, he has been identified and restricted by the national development and Reform Commission and other ministries and commissions to serve as a director of a listed company;
（15） In the past, the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times, or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors, and less than 12 months have passed;
（16） Other circumstances recognized by CSRC and Shenzhen Stock Exchange.
Chapter III nomination, election and replacement of independent directors
Article 10 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 11 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, educational 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 to elect independent directors of the company is held, the board of directors of the company will announce the above contents in accordance with the regulations.
Article 12 before the general meeting of shareholders to elect independent directors of the company, the company shall, in accordance with the requirements of the guiding opinions, submit relevant materials of all nominees (including but not limited to the statement of nominees, statement of candidates and resume of independent directors) to the CSRC, the dispatched office of the CSRC where the company is located and Shenzhen stock exchange for filing. If the board of directors of the company has any objection to the relevant information of the nominee, it shall also submit the written opinions of the board of directors of the company.
Article 13 after Shenzhen Stock Exchange has reviewed the qualifications and independence of the company’s independent directors, the board of directors of the company shall explain whether the candidates for independent directors have the qualifications for serving as independent directors and their independence when holding a general meeting of shareholders to elect independent directors.
Article 14 the nominees who have objections to their qualifications and independence 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 and the stock exchange.
Article 15 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. However, if he has been re elected for six years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of occurrence of this fact.
Article 16 Where an independent director fails to attend the meeting of the board of directors in person for three consecutive times, or the stock exchange in the place where the company is listed raises an objection to the qualification and independence of the independent director, the board of directors of the company shall request the general meeting of shareholders to replace him, except for the above circumstances and the circumstances that he shall not serve as a director as stipulated in the company law, Independent directors shall not be removed from office without reason before the expiration of their term of office. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director considers that the company’s reason for dismissal is improper, he may make a public statement. Article 17 an independent director may resign before the expiration of his term of office. In case of resignation, an independent director shall submit a written resignation report to the board of directors of the company 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 the guiding opinions due to the resignation of independent directors of the company, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Chapter IV functions and powers of independent directors
Article 18 the independent directors of the company shall have the following special rights in addition to the functions and powers entrusted to them by relevant national laws and regulations:
(i) If the company intends to have a connected transaction with an affiliated natural person with a transaction amount of more than 300000 yuan, or a connected transaction with an affiliated legal person with a transaction amount of more than 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets (except for providing guarantee and financial assistance), or the company provides guarantee for the connected person, it shall submit it to the board of directors for deliberation, Obtain the prior approval opinions of independent directors; Before making a judgment, an independent director may hire an intermediary to issue an independent financial consultant’s report as the basis for his judgment;
（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 proposals on profit distribution and conversion of capital reserve into share capital, and directly submit them to the board of directors for deliberation;
（5） Propose to convene the board of directors;
（6） Independent engagement of external audit institutions or consulting institutions;
（7） Before the general meeting of shareholders is held, the voting rights shall be publicly solicited from shareholders, but it shall not be solicited by means of compensation or compensation in disguised form.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the above functions and powers.
If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 19 the board of directors of the company has a strategy, nomination, audit, remuneration and assessment committee, and independent directors shall account for more than half of the members of the above committees.
Article 20 independent directors shall express independent opinions on the following major matters of the company:
(i) Nomination, appointment and removal of directors;
（2） Appoint and dismiss senior managers;
（3） Remuneration of directors and senior managers;
（4） 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;
（5） Related party transactions to be disclosed, provision of guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives and other major matters;
（6） Major asset restructuring plan, equity incentive plan, employee stock ownership plan and share repurchase plan; （7） The company intends to decide that its shares will no longer be traded in Shenzhen Stock Exchange, or instead apply for trading or transfer in other trading places;
（8） Matters considered by independent directors that may damage the legitimate rights and interests of minority shareholders;
（9） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
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 21 the independent opinions issued by independent directors on major matters shall at least include the following contents: (I) basic information of major matters;
（2） Basis for expressing opinions, including procedures performed, verification documents, contents of on-site inspection, etc;
（3） Legality and compliance of major issues;
（4） 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;
（5） Concluding observations made. 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, report the above opinions to the board of directors in time and disclose them together with the relevant announcements of the company. 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 of the company shall disclose the opinions of each independent director separately.
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 and report to Shenzhen Stock Exchange in time. If necessary, he shall hire an intermediary for special verification:
(i) Important matters are not submitted to the board of directors for deliberation as required;
（2） Failure to perform the obligation of information disclosure in time;
（3） There are false records, misleading statements or major omissions in information disclosure;
（4） Other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 23 under any of the following circumstances, independent directors shall report to Shenzhen Stock Exchange in time:
(i) Being dismissed by the company, and I think the reason for dismissal is improper;
（2） The independent director resigns due to the company’s circumstances that hinder the independent director from exercising his functions and powers according to law;
（3） The meeting materials of the board of directors are incomplete or the demonstration is insufficient, and 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 has not been adopted;
（4） To the company or its directors and supervisors
