Quakesafe Technologies Co.Ltd(300767)
Independent director system
(March 2022 Amendment)
In order to further improve the corporate governance structure, promote the standardized operation of the company, ensure the independent directors of the company to exercise their functions and powers independently according to law, and protect the relevant interests of shareholders of the company, especially small and medium-sized investors, according to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other laws and regulations Normative documents and the Quakesafe Technologies Co.Ltd(300767) articles of Association (hereinafter referred to as the "articles of association"), hereby formulate the Quakesafe Technologies Co.Ltd(300767) independent director system (hereinafter referred to as the "system").
Chapter I General Provisions
Article 1 the independent director referred to in this system refers to the director who does not hold any position other than director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 2 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 the requirements of relevant laws and regulations, normative documents and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
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. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw.
Article 3 in addition to attending the meeting of the board of directors, independent directors shall work for the company for no less than 10 working days every year to conduct on-site investigation on 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.
At the annual general meeting of shareholders, each independent director shall make a report on his work in the past year to the general meeting of shareholders. The work report shall include the following contents:
(I) the number of times of attending the board of directors and shareholders' general meeting and voting in the previous year;
(II) the situation of expressing independent opinions;
(III) other work performed by independent directors, such as proposing to convene the board of directors, proposing to hire or dismiss accounting firms, independently hiring external audit institutions and consulting institutions, and conducting on-site inspection.
Article 4 the number of independent directors set up by the company shall not be less than one-third of the number of the board of directors; The independent directors of the company shall include at least one accounting professional.
Candidates nominated as independent directors as accounting professionals shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the professional qualification of certified public accountant;
(II) having a senior professional title, associate professor title or doctor's degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 5 when the independent directors fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the failure of the company's independent directors to reach the quorum, the company shall make up for the number of independent directors in accordance with the regulations.
Chapter II Conditions of appointment of independent directors
Article 6 an independent director shall have the qualifications suitable for the exercise of his functions and powers. Serving as 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. Before being nominated, independent directors shall, in principle, obtain the qualification certificate of independent directors recognized by the bourse. If it has not been obtained, it shall make a written commitment to participate in the latest training of independent directors and obtain the qualification certificate of independent directors recognized by the bourse, and make an announcement.
(II) have the independence required by laws and regulations, normative documents and the articles of Association;
(III) have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and normative documents;
(IV) have more than five years of working experience in law, economy, finance, management or other work necessary for performing the duties of independent directors;
(V) other legal conditions stipulated in the articles of association.
Article 7 the qualifications of candidates for independent directors shall meet the requirements of the following laws, administrative regulations and departmental rules:
(I) provisions of the company law of the people's Republic of China on the qualification of directors;
(II) provisions of the civil servant law of the people's Republic of China on civil servants holding concurrent posts;
(III) provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the notice of central management cadres on resigning from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement);
(IV) the provisions of the opinions on strengthening the construction of anti-corruption in Colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision on the concurrent appointment of members of the leading group of colleges and universities;
(V) the provisions of the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC;
(VI) other circumstances stipulated by laws, administrative regulations and departmental rules.
Article 8 the following persons shall not serve as independent directors:
(I) personnel 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.; 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 company's shares 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 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) personnel providing financial, legal, consulting and other services in 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 responsible persons;
(VI) work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work in controlling shareholder units with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the most recent year;
(VIII) being punished by the CSRC in the last three years;
(IX) being publicly condemned by the stock exchange or criticized in more than three circulars in the last three years;
(x) other personnel specified in the articles of association.
（11） Other personnel recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange.
（12） During the period of serving as an independent director, he did not attend the board meeting for two consecutive times, or did not attend the board meeting in person, accounting for more than one-third of the board meeting in that year;
（13） During the period of serving as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Article 9 If an independent director of the company fails to meet the qualifications of an independent director as specified above after taking office, he shall resign from the position of an independent director within 30 days 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 process within 2 days and remove him from the post of independent director.
Article 10 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 90 days from the date of resignation of the independent director.
Chapter III nomination, election and replacement of independent directors
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.
Shareholders who individually or jointly hold more than 1% of the company's shares may put forward a challenge or removal proposal to the board of directors of the company 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 small and medium-sized investors. The challenged independent directors 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 discussion results.
Article 12 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 regulations and submit the relevant materials of all nominees to the Shenzhen Stock Exchange. If the board of directors of a listed 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.
The nominees of independent directors shall verify whether the candidates for independent directors are under the following circumstances and make explanations. (I) failing to attend the meeting of the board of directors in person during the period of serving as an independent director; (II) the independent opinions expressed during the period of serving as an independent director are proved to be obviously inconsistent with the facts; (III) having served as a director (independent director) or senior manager in more than five companies; (IV) the intermediary institution in which he worked provided financial, legal and consulting services for the company and its controlling shareholders in the latest year; (V) being publicly condemned by the Shenzhen Stock Exchange or criticized in more than two circulars in the past three years; (VI) being subject to administrative punishment by the CSRC and other relevant departments in the past three years; (VII) other circumstances that affect the loyalty, diligence and independent performance of duties of independent directors.
Article 13 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.
Independent director candidates can concurrently serve as independent directors, directors and senior managers in up to five listed companies (including the company), and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 14 when nominating candidates for independent directors, the nominees of independent directors shall also focus on whether the candidates for independent directors have the following circumstances:
(I) during the past period of serving as an independent director, he was often absent or often did not attend the meeting of the board of directors in person; (II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) being punished by other relevant departments other than the CSRC within the last three years;
(IV) serving as a director, supervisor or senior manager of more than five listed companies at the same time;
(V) failing to meet the requirements of other relevant departments on the qualifications of directors and independent directors;
(VI) other circumstances that affect the integrity, diligence and independent performance of duties of independent directors.
(VII) the intermediary institution in which he worked provided financial, legal and consulting services for the company and its controlling shareholders in the last year;
If the candidate has the above circumstances, the nominee shall disclose the reasons for nomination.
The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent and objective judgment.
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. In addition to the above circumstances and the circumstances stipulated in the company law that an independent director is not allowed to serve as a director, the company may remove him from his post through legal procedures before the expiration of his term of office. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director believes that the reason for the company's dismissal is improper, he may make a public statement.
Article 16 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 statutory minimum 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.
Chapter IV responsibilities of independent directors
Article 17 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors shall also perform 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 approved by independent directors in advance; 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 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 paragraph 1 of this article are not adopted or the above functions and powers cannot be normally exercised, the listed company shall disclose the relevant information. Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 18. The nomination of more than one member of the independent audit committee of the board of directors shall be in proportion to that of the members of the independent audit committee under the board of directors. Among them, at least one independent director of the audit committee shall be an accounting professional; At least one independent director shall serve as a member of the strategy committee under the board of directors of the company.
Article 19 independence
