Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) independent director system
(Amendment)
In order to further improve the corporate governance structure, promote the standardized operation of the company, give full play to the positive role of independent directors, earnestly perform their duties and safeguard the overall interests of the company, in accordance with the company law of the people’s Republic of China, the governance standards of listed companies and the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”) The independent director system is hereby formulated in accordance with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong Limited and the requirements of the Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) articles of Association (hereinafter referred to as the “articles of association”).
Article 1 qualifications of independent directors
(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 specified in Article 2 of this system;
(III) have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, articles of association and rules;
(IV) more than five years of working experience in law, economics, accounting, finance, management or other necessary work experience for performing the duties of independent directors. Independent directors shall ensure that they have enough time and energy to effectively perform their duties;
(V) comply with the company law, the civil servant law of the people’s Republic of China, the rules for independent directors of listed companies, the notice on regulating the central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement, and the opinions on further regulating the part-time (tenure) of Party and government leading cadres in enterprises The opinions on strengthening the anti-corruption construction of colleges and universities and other requirements stipulated in other laws and regulations, the stock exchange where the listing is located 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 2 candidates for independent directors of the company shall be independent, and independent directors shall not be held by the following persons:
(I) personnel working in the company or affiliated enterprises and their immediate family members and main social relations;
(II) directly or indirectly holding more than 1% of the issued shares of the company or being a natural person shareholder or his immediate family member among the top 10 shareholders of the company;
(III) shareholder units that directly or indirectly hold more than 5% of the issued shares of the company, or personnel working in the top five shareholder units of the company and their immediate family members;
(IV) personnel who work in the actual controller of the company and its subsidiaries;
(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) serve as a director, supervisor and senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor and senior manager in the controlling shareholder unit of the business dealings unit;
(VII) persons who have had any of the situations listed in any of the preceding six items in the last 12 months;
(VIII) other circumstances where the stock exchange where the listing is located determines that it does not have independence; (IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC in the place where the listing is located.
The affiliated enterprises of the controlling shareholders and actual controllers of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company according to the provisions of the stock exchange where the listing is located.
“Immediate family members” mentioned in the preceding paragraph refer to spouses, parents and children; “Major 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; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation according to the provisions of the stock exchange where the listing is located or the articles of association, or other major matters recognized by the stock exchange where the listing is located; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Article 3 candidates for independent directors shall have no following bad records:
(I) having been subject to administrative punishment by the Securities Regulatory Commission of the place where the listing is located in the last 36 months;
(II) during the period determined by the stock exchange where the listing is located that it is not suitable to serve as a director of the listed company;
(III) having been publicly condemned by the stock exchange where the listing is located or criticized twice or more in the last 36 months;
(IV) during the period of serving as an independent director, he did not attend the meetings of the board of directors for two consecutive times or did not attend the meetings of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year; (V) the independent opinions expressed during the period of serving as an independent director are obviously inconsistent with the facts; (VI) other situations where the stock exchange is recognized to be listed
Article 4 number and composition of independent directors
The board of directors of the company shall have a certain proportion of independent directors. The board of directors of the company shall include at least one-third of the independent directors, and shall not be less than three independent non-executive directors at any time, including at least one accounting professional.
Procedures for the selection of independent directors:
(I) 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 listed company, and shall be elected and decided by the general meeting of shareholders.
(II) the nominee of independent directors 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 he has no relationship with 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 go through the relevant procedures for the nomination of independent directors and perform the corresponding information disclosure obligations in accordance with the regulations.
(III) the term of office of independent directors is 3 years, and they can be re elected, but the term of re-election shall not exceed 6 years;
(IV) the proposal of the general meeting of shareholders nominated by independent directors shall be included in the matters to be considered by the general meeting of shareholders, together with the occupation, educational background, professional title, detailed work experience and other relevant information of the candidates of independent directors. According to the requirements of the stock exchange where the listing is located, each shareholder shall be notified before the general meeting of shareholders. Those who have served as independent directors in five listed companies at home and abroad shall not be nominated as independent director candidates of the company;
(V) the company shall, at the latest, submit the relevant materials of candidates for independent directors to the local stock exchange when issuing the notice of the general meeting of shareholders on the election of independent directors (or any other provisions of the local stock exchange, if any);
(VI) after being examined and verified by the stock exchange where the listing is located, the company shall not submit the nominees who disagree with the qualification and independence of independent directors to the general meeting of shareholders for election as independent directors, and shall postpone or cancel the general meeting of shareholders, or cancel the relevant proposals of the general meeting of shareholders. 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 raise objections to the local stock exchange where they are listed.
Article 5 if an independent director fails to attend the board meeting 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. If the disclosure is made in advance, it shall be regarded as a special matter of the company. When 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 statutory requirements, the company shall make up the number of independent directors in accordance with the regulations.
Independent directors may resign before the expiration of their 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 or 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 by the CSRC 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 6 If an independent director has the following circumstances during his term of office or does not meet the independence conditions specified in this system, the relevant independent director shall immediately stop performing his duties and be dismissed by the company in accordance with the regulations:
(I) circumstances in which the company law stipulates that he shall not serve as a director, supervisor or senior manager;
(II) the Securities Regulatory Commission of the place where the listed company is located has taken the market entry prohibition measures that are not allowed to serve as directors, supervisors and senior managers of the listed company, and the period has not expired.
If the relevant independent director should be dismissed but still not removed, and participates in the meeting of the board of directors and votes, the voting result is invalid and not included in the number of participants.
In addition to the circumstances in which the performance of duties should be stopped immediately according to the above provisions, if the independent director of the company has other circumstances unsuitable for performing the duties of independent director after taking office, he shall resign from the position of independent director within one month from the date of such circumstances. If he fails to resign as required, the board of directors of the company shall start the decision-making procedure within 2 days after the expiration of the time limit and remove his position as an independent director.
If the proportion of independent directors in all members of the board of directors is less than one-third due to the resignation of independent directors, the independent directors who propose to resign shall continue to perform their duties until the date of the emergence of new independent directors. The original nominee of the independent director or the board of directors of the company shall nominate new independent director candidates within 3 months from the date of resignation of the independent director.
Article 7 functions and powers of independent directors
In addition to the functions and powers conferred by the company law and other relevant laws and administrative regulations, independent directors shall 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 submitted to the board of directors for discussion after being approved by independent directors; 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 hire or dismiss an 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) solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation. Independent directors shall obtain the consent of more than half of all independent directors when exercising their functions and powers; (VII) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
Independent directors shall obtain the consent of all independent directors when exercising the functions and powers specified in (V) of the preceding paragraph, and the rest shall obtain the consent of more than half of all independent directors. If the above proposal is not adopted or the above functions and powers cannot be exercised normally, the company shall disclose the relevant information. Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree. (VIII) check the contents of the resolutions of the board of directors announced by the company, and take the initiative to pay attention to relevant reports and information;
(IX) if 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, production and operation may violate laws, administrative regulations or the articles of association, and other suspected violations of laws and regulations or damage the interests of shareholders of the public, it shall make a written inquiry to the company, Urge the company to rectify or clarify.
Article 8 in addition to performing the above duties, independent directors shall also express independent opinions on the following matters to the board of directors or the general meeting of shareholders.
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulate profit distribution policies, profit distribution plans and cash dividend plans;
（11） Related party transactions to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, investment in stocks and their derivatives and other major matters;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of the company;
（13） The company intends to decide that its shares will no longer be traded on the stock exchange where the listing is located; （14） Matters that independent directors believe may damage the rights and interests of minority shareholders;
（15） Other matters stipulated by the laws and regulations of the place where the listing is located or 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 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 9 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 state the reasons and obstacles to express their opinions.
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 10 if an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and timely report to the stock exchange where the listing is located. If necessary, he shall hire an intermediary institution for special verification:
(I) important matters fail to perform the review procedures 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 information disclosure;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders. Article 11 other rights and obligations of independent directors
