Guanglian Aviation Industry Co.Ltd(300900)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), create a good working environment for independent directors, promote the standardized operation of the company and give full play to the role of independent directors, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) Regulations on the supervision of listed companies on the Shenzhen Stock Exchange (Shenzhen Stock Exchange No. [2022] No. 12914) and regulations on the operation of listed companies on the Shenzhen Stock Exchange (Shenzhen Stock Exchange No. [2022] No. [2022] issued by the Regulatory Commission of independent companies on the GEM) This system is formulated in accordance with the relevant provisions of normative documents and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 an independent director of the company 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. Independent directors shall be independent of the company and its major shareholders. Independent directors shall not hold any position in the company other than members of the special committee of the board of directors.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors must earnestly perform their duties in accordance with relevant laws, regulations, regulatory provisions 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 4 independent directors must be independent. Independent directors shall perform their duties independently and impartially, and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw; In case of any situation that affects the identity independence, the independent director shall notify the company in time and eliminate it. If the conditions for independence cannot be met, he shall submit his resignation.
Article 5 the members of the board of directors of the company shall include not less than one-third of the independent directors, including at least one accounting professional.
Article 6 in principle, independent directors can concurrently serve as independent directors in up to five listed companies, and shall ensure that they have enough time and energy to effectively perform their duties.
Article 7 in principle, 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 meeting 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. In principle, the on-site working time of the company every year shall not be less than 10 working days.
Article 8 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 requirements of the CSRC.
Chapter II Conditions of appointment of independent directors
Article 9 the independent directors of the company shall meet the following basic conditions for holding the post corresponding to the exercise of their functions and powers:
(I) be qualified to serve as a director of the company in accordance with laws, regulations, normative documents and the articles of Association;
(II) have the independence required by the rules for independent directors of listed companies, 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; (III) have basic knowledge of the company’s operation and be familiar with relevant laws, regulations, rules and other normative documents;
(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 10 if the candidate for independent director does not meet the requirements for the holding of office or independence of independent director, Shenzhen Stock Exchange may raise an objection to the holding of office and independence of the candidate for independent director, and the company shall timely disclose the contents of the objection letter of Shenzhen Stock Exchange. The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Chapter III independence of independent directors
Article 11 except those who are not allowed to serve as directors of the company, the following persons shall not serve as independent directors of the company:
(I) personnel working in the company or its subsidiaries and their immediate family members or major social relations; (II) directly or indirectly holding more than 1% of the company’s shares or natural person shareholders 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 company’s shares 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) work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work in units with controlling shareholders with significant business dealings;
(VI) personnel who provide financial, legal and consulting services for the company and its controlling shareholders, actual controllers or subsidiaries;
(VII) persons who have had the situations listed in the preceding six items in the most recent year;
(VIII) other personnel stipulated by laws, administrative regulations and departmental rules;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC or the stock exchange.
The term “immediate relatives” as mentioned in this article refers 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.
Chapter IV nomination, election and replacement of independent directors
Article 12 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. Candidates for independent directors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination and disclose their details, promise that the publicly disclosed information of candidates for directors or supervisors is true and complete, and ensure that they will earnestly perform the duties of directors or supervisors after being elected.
Article 13 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 public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions. Article 14 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 15 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 required for making decisions.
Article 16 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 justified reasons before the expiration of his term of office.
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.
If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the rules for independent directors of listed companies or the articles of association due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills his vacancy. The company shall complete the by election of independent directors within two months from the date of resignation of independent directors.
Article 18 for independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently or fail to safeguard the legitimate rights and interests of the company and minority shareholders, shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company. The challenged independent director shall explain the questioned matters in time and disclose them. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and disclose the results of the discussion.
Chapter V functions and powers of independent directors
Article 19 in addition to the functions and powers conferred on directors by the company law and other laws, regulations, normative documents and the articles of association, independent directors also have the following 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 approved by independent directors in advance; 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 hire or dismiss an accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses shall be borne by the company;
(VII) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VIII) other functions and powers granted by laws and regulations, the articles of association and the company’s internal rules and regulations.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (V), (VII) and (VIII) of the preceding paragraph; 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) and (II) in the preceding paragraph can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information; If the board of directors of a listed company has a remuneration, audit, nomination and other committees, the independent directors shall account for more than half of the members of the Committee and act as the convener. The convener of the audit committee shall be an accounting professional.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 20 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) appointment and dismissal of senior managers;
(III) remuneration of directors and senior managers of the company;
(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 recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the financial and accounting reports and internal control of listed companies 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) related party transactions, external guarantees, 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 and other major matters that need to be disclosed; （11） 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;
（12） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
（13） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（14） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
（15） Other matters stipulated by laws, administrative regulations, normative documents, business rules of Shenzhen Stock Exchange and CSRC and the articles of association.
Independent directors shall express one of the following opinions on the matters mentioned in the preceding paragraph:
(I) consent;
(II) reservations and their reasons;
(III) objections and their reasons;
(IV) inability to express opinions and its obstacles.
If the first paragraph of this article is a matter that needs to be disclosed, the company shall disclose 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 21 the independent opinions issued by independent directors on major matters shall at least include the following contents: (I) basic information of major matters;
(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 measures taken by the company; (V) concluding observations. 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, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Article 22 independent directors shall submit and disclose their work report to the annual general meeting of shareholders of the company. The work report shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
