Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the construction of the corporate governance structure of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as “the company”), give full play to the role of independent directors in the governance of listed companies, and promote the independent directors of listed companies to perform their duties, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in accordance with the securities law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws, regulations, rules and normative documents, as well as the relevant provisions of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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 the requirements of relevant laws, regulations, rules, 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.
Article 3 independent directors must perform their duties independently and be independent from the influence of the company’s major shareholders, actual controllers or other units or individuals with interests in the company. The company shall ensure that independent directors perform their duties according to law.
In case of any conflict between shareholders or directors of the company, which has a significant impact on the operation and management of the company, the independent directors shall take the initiative to perform their duties and safeguard the overall interests of the company.
Article 4 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 (if nominated as an independent director candidate as an accounting professional, they 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 independent directors can concurrently serve as independent directors in up to five listed companies and ensure sufficient time
Chapter II Conditions of appointment of independent directors
Article 6 the independent directors of the company shall have the following basic qualifications suitable for the exercise of their functions and powers
Pieces:
(I) be qualified to serve as a director of the company in accordance with laws, regulations, rules, normative documents and the articles of Association;
(II) perform their duties independently without being influenced by the company’s major shareholders, actual controllers or other units or individuals with an interest in the company;
(III) be familiar with the company’s laws and regulations, and have basic knowledge of the company’s laws and regulations;
(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 in the articles of association.
Article 7 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 affiliated enterprises, their immediate family members and major social workers
Relationship;
(II) directly or indirectly holds more than 1% of the shares of the company or is one of the top ten shareholders of the company
Natural shareholders and their immediate family members;
(III) in the shareholder units that directly or indirectly hold more than 5% of the company’s shares or in the top five of the company
Persons in the shareholder unit 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 providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers 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;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) persons who have been under the circumstances listed in the preceding six items in the last 12 months;
(VIII) in the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel recognized by CSRC and Shenzhen 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, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.
The major business transactions mentioned in this article refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange or the articles of association, or other major matters recognized by Shenzhen Stock Exchange.
Article 8 candidates for independent directors shall have no following bad records:
(I) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(II) 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;
(III) 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;
(IV) 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;
(V) being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months;
(VI) 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 serve as a director of a listed company;
(VII) 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;
(VIII) other circumstances recognized by Shenzhen Stock Exchange.
Chapter III nomination, election and replacement of independent directors
Article 9 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 10 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 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.
Article 11 after the company’s shares are listed and before the general meeting of shareholders for the election of independent directors is held, the company shall fill in the personal resume of independent director candidates online in the “special area of listed companies” on the website of Shenzhen Stock Exchange within two trading days from the date of determining the nomination, and submit relevant materials of independent director candidates to Shenzhen Stock Exchange, including the statement of independent director nominees, the statement of independent director candidates Resume of independent directors and other written documents. If the board of directors of the company has any objection to the relevant information of the independent director candidates nominated by the board of supervisors or the shareholders of the company, it shall submit the written opinions of the board of directors at the same time. The above-mentioned confirmation of nomination refers to the resolution of the board of directors and the board of supervisors to nominate independent directors, or the written document of independent directors nominated by shareholders with the right to nominate independent directors delivered to the company.
For independent director candidates who raise objections from Shenzhen Stock Exchange, the company shall not submit them 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 are objected by Shenzhen Stock Exchange.
After the independent director of the company is elected by the general meeting of shareholders, the company shall submit the statement and commitment of directors to Shenzhen Stock Exchange within 30 days from the date of election, and fill in or update its basic information in the “special area of listed companies” of Shenzhen Stock Exchange.
Article 12 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 13 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 needed to make decisions. If an independent director is unable to attend the board of directors for some reason, he shall not entrust a non independent director to vote on his behalf. Independent directors shall attend the shareholders’ meeting of the listed company in person and communicate with the shareholders on site.
Article 14 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 that an independent director is not allowed to serve as a director as stipulated in the company law, the company may remove him from office through legal procedures before the expiration of his term of office. If he is removed in advance, the company shall disclose it as a special disclosure. If the removed independent director believes that the reason for the removal of the company is improper, he may make a public statement.
Article 15 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 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 the vacancy. Before the re elected independent director takes office, the original independent director shall still perform the duties of independent director in accordance with laws, regulations, rules, normative documents and the articles of association.
If the number of independent directors of the listed company fails to meet the requirements of these rules due to the fact that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the listed company shall make up the number of independent directors in accordance with the provisions.
Chapter IV special functions and powers of independent directors
Article 16 in addition to the functions and powers conferred on directors by the company law and other laws, regulations, rules, normative documents and the articles of association, independent directors also have the following functions and powers:
(I) the right of prior approval of major related party transactions;
(II) the right to propose the employment or dismissal of accounting firms;
(III) the right to propose to convene an extraordinary general meeting of shareholders;
(IV) the right to propose to convene a meeting of the board of directors;
(V) publicly solicit voting rights from shareholders before the general meeting of shareholders.
(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) other functions and powers conferred by laws, administrative regulations, departmental rules, normative documents, self-discipline rules and the articles of association.
Independent directors shall obtain the consent of more than half of all independent directors to exercise the functions and powers in items (I) to (V) above. The exercise of the functions and powers in Item (VI) above shall be subject to the consent of all independent directors. Except for the functions and powers independently exercised by independent directors in accordance with relevant regulations.
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 the first paragraph of this article are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 17 independent directors shall express independent opinions to the board of directors or the general meeting of shareholders on the following matters: (I) external guarantee;
(II) major connected transactions;
(III) nomination, appointment and removal of directors;
(IV) appointing or dismissing senior managers;
(V) remuneration and equity incentive plans for directors and senior managers;
(VI) change the purpose of the raised funds;
(VII) the over raised funds are used for permanent replenishment of working capital and repayment of bank loans;
(VIII) formulate a plan for converting capital reserve into share capital;
(IX) formulate profit distribution policies, profit distribution plans and cash dividend plans;
(x) changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
（11） The financial and accounting reports of listed companies are issued with non-standard unqualified audit opinions by certified public accountants;
（12） Employment and dismissal of accounting firms;
（13） Management buy outs;
（14） Major asset reorganization;
（15） Repurchase shares by means of centralized bidding transaction;
（16） Internal control evaluation report;
（17） The commitment change plan of the listed company to the relevant parties;
（18） The impact of preferred stock issuance on various shareholders’ equity of the company;
（19） Laws, administrative regulations and departments
