Sichuan Tianwei Electronic Co.Ltd(688511)
Independent director management system
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as "the company"), improve the structure of the board of directors, strengthen the restraint and supervision mechanism for the board of directors and management, better safeguard the interests of minority shareholders and stakeholders, and promote the standardized operation of the company, in accordance with the securities law, the rules for independent directors of listed companies, the guidelines for the governance of listed companies and other laws and administrative regulations This system is formulated in accordance with the provisions of departmental rules and the articles of association.
Article 2 an independent director 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 major shareholders that may hinder his independent and objective judgment.
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 the requirements of the articles of association and the system, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Article 4 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, and obtain the qualification certificate of independent directors recognized by the Shanghai Stock Exchange. If the independent director candidate fails to obtain the independent director qualification certificate when the company issues the notice of the general meeting of shareholders on the election of independent directors, he shall make a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shanghai Stock Exchange, and make an announcement.
Article 5 in principle, independent directors can concurrently serve as independent directors in up to four other companies, and ensure that they have enough time and energy to effectively perform the duties of independent directors of the company.
Article 6 at least one third of the members of the board of directors of the company shall be independent directors, and the independent directors shall include at least one accounting professional with senior professional title of accounting, audit or financial management, associate professor or above, doctor's degree or certified public accountant qualification.
Article 7 if the number of independent directors of the company fails to reach the number specified in the articles of association due to the situation that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the company shall make up the number of independent directors in accordance with the provisions.
Chapter II Conditions of appointment of independent directors
Article 8 the independent directors of the company shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence required by the rules for independent directors of listed companies;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economics or other necessary to perform the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
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 reprimanded by the stock exchange or criticized twice or more 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) or failing to 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 the current year;
(IX) during the period of serving as an independent director, the independent opinions expressed are obviously inconsistent with the facts
(x) other circumstances recognized by Shanghai Stock Exchange.
Article 9 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) persons who work in the company or its affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, and brothers and sisters of spouses);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company 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 issued shares of the company 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 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, 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) 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 identified by Shanghai Stock Exchange as having no independence.
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 article 10.1.4 of the stock listing rules.
Chapter III creation and change of independent directors
Article 10 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 11 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 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 12 before the general meeting of shareholders for the election of independent directors is held, the board of directors of a listed company shall publish the relevant contents in accordance with Article 11 of these rules, and submit the relevant materials of all nominees to Shanghai 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.
Nominees with objections to qualification and independence can 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 Shanghai Stock Exchange and relevant securities regulatory authorities. If the above-mentioned stock exchanges believe that the candidates for independent directors of the company have violated relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules, standardized operation guidelines and relevant provisions, and sent a letter of concern about the qualifications of independent directors to the company, the company shall disclose the contents of the letter of concern in a timely manner, The nominee of independent directors shall disclose the reply to the letter of concern no later than two trading days before the date of the general meeting of shareholders, stating the specific circumstances of the matters concerned by the exchange, whether the candidate is still recommended, and if it continues to be recommended, stating the specific reasons, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
Article 14 independent directors shall be elected separately from other directors. If more than two independent directors are elected, they shall be elected by the shareholders attending the general meeting of shareholders in the form of cumulative voting, which shall be implemented in accordance with the provisions of the articles of association.
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 6 years. If he has served as an independent director for 6 consecutive years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact. The term of office of independent directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors.
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 listed company shall disclose it as a special disclosure.
Article 17 an independent director may resign before his term of office expires. 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.
Chapter IV responsibilities of independent directors
Article 18 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 and individuals with 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 obviously affects the independence during his term of office, he shall notify the company in time and put forward solutions. If necessary, he shall resign.
Article 19 in addition to fully exercising the functions and powers conferred on directors by the company law, other relevant laws, regulations and the articles of association, independent directors shall also fully exercise 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 can hire an intermediary to issue an independent financial consultant 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) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders, but it shall not be solicited by means of compensation or compensation in disguised form;
(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.
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 20 independent directors shall express independent opinions on the following major matters of the company to the board of directors or the general meeting of shareholders:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing 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) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shanghai Stock Exchange and the articles of association.
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.
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 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 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 explain the reasons. Independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors of the company, which shall be disclosed at the same time with the relevant announcements of the company.
Article 22 when the independent director finds that the company has the following circumstances, he shall actively perform the obligation of due diligence, timely report to the stock exchange where the company applies for listing, and employ an intermediary institution for special investigation when necessary:
(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 rights and interests of minority shareholders.
Article 23 in addition to attending the meetings of the board of directors, independent directors shall ensure that reasonable time is arranged to monitor the company's production and operation status, management and performance
