Jiangsu Azure Corporation(002245)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company and promote the standardized operation of the company, this system is formulated in accordance with the requirements of the company law, the rules for independent directors of listed companies of China Securities Regulatory Commission, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association.
Chapter II basic provisions
Article 2 the independent director of the company refers to the director who does not hold any position other than director in the company and has no relationship with the company and major shareholders that may hinder his independent and objective judgment.
The board of directors of the company shall include at least one-third of independent directors. Independent directors shall account for the majority of the members of the audit committee, the nomination committee and the remuneration and assessment committee, and act as the convener.
Article 3 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, 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 4 independent directors shall perform their duties independently and shall not be influenced by the company’s major shareholders, actual controllers, or other units or individuals with an interest in the company.
Article 5 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 the duties of independent directors.
Article 6 the independent directors of the company shall include at least one accounting professional, who shall have senior accounting title or certified public accountant qualification.
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 III Conditions of appointment of independent directors
Article 8 serving as an independent director of the company shall meet the following basic conditions:
(I) provisions of the company law on the qualification of directors;
(II) relevant provisions of the civil servant law of the people’s Republic of China (if applicable);
(III) basic conditions for independent directors of listed companies stipulated by the CSRC;
Provisions on the qualifications, conditions and requirements of directors and independent directors in the operation;
(V) provisions of other laws, administrative regulations, departmental rules and normative documents on the qualifications, conditions and requirements of directors and independent directors.
Article 9 independent directors must be independent, and the following persons shall not serve as independent directors of the company: (I) persons who serve in listed companies or their affiliated enterprises, their immediate relatives and main social relations;
(II) directly or indirectly holding more than 1% of the issued shares of the listed company or being a natural person shareholder among the top ten shareholders of the listed 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 listed company or in the top five shareholder units of the listed company and their immediate family members;
(IV) persons who hold posts in the controlling shareholders, actual controllers and affiliated enterprises of listed companies and their immediate family members;
(V) personnel who provide financial, legal, consulting and other services for listed companies and their controlling shareholders or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary institution providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with listed companies and their controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the last 12 months;
(VIII) other personnel who are determined by Shenzhen Stock Exchange to have no independence.
Article 10 candidates for independent directors shall not be nominated as directors of listed companies as stipulated by Shenzhen Stock Exchange, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) 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;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months; (IV) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of a listed company;
(V) within 12 months after 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;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
Chapter IV 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.
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 provisions.
Article 13 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to Shenzhen Stock Exchange in accordance with the regulations. 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 after examination and verification by Shenzhen Stock Exchange, 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.
Article 15 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 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. Before the expiration of the term of office of an independent director, the listed company may remove him from his post 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. If he 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 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.
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 requirements of this system, the company shall make up the number of independent directors according to the regulations.
Chapter V functions and powers of independent directors
Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by relevant national laws and regulations, the company also gives independent directors the following special functions and powers:
(I) related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors. Independent directors can hire intermediaries to issue special reports before making judgments;
(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) 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) 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;
(VII) independently employ external audit institutions and consulting institutions.
Article 19 when exercising the functions and powers in items (I) to (VI) 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 (VII) of the preceding paragraph shall be subject to the consent of all independent directors.
Article 20 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.
Chapter VI independent opinions of independent directors
Article 21 independent directors shall express independent opinions on the following major issues of listed companies:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(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) 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;
（11） Related party transactions that need to be disclosed, providing guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, stock and Derivative Investment 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 listed companies;
（13） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated by relevant laws and regulations, relevant provisions of the exchange and the articles of association.
Article 22 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 23 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.
Chapter VII performance guarantee of independent directors
Article 24 the company guarantees that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement. The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least five years.
Article 25 when two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the board of directors meeting or the deliberation of the matter, which shall be adopted by the board of directors.
Article 26 the company shall provide the working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company shall actively assist the independent directors in performing their duties, such as introducing the situation, providing materials, etc. Regularly report the operation of the company, and organize independent directors to conduct factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the company shall assist in handling the announcement in a timely manner.
Article 27 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 28 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 29 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, reviewed and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
In addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the company, major shareholders or interested institutions and personnel.
Chapter VIII other rights and obligations of independent directors
Article 30 when independent directors find that the company has the following circumstances, they shall actively perform the obligation of due diligence and, if necessary, employ an intermediary institution to conduct special investigation:
(I) important matters are not submitted to the board of directors or the general meeting of shareholders for deliberation 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 public information;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 31 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 construction and implementation of the production and operation status, management and internal control systems of the listed company, 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 Shenzhen Stock Exchange in time.
Article 32 in case of any of the following circumstances, the independent director shall report to Shenzhen Stock Exchange in time:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his functions and powers according to law;
(III) when the adjourned meeting of the board of directors is proposed by more than two independent directors or the relevant materials are not fully considered;
(IV) the board of directors fails to take effective measures after reporting the suspected illegal acts of the company or its directors, supervisors and senior managers to the board of directors;
(V) other circumstances that seriously hinder independent directors from performing their duties.
Article 33 independent directors shall submit and disclose their work report to the annual general meeting of shareholders of the company.
The work report shall include
