In order to further improve the governance structure of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as “the company”), strengthen the restraint and supervision mechanism for non independent directors and managers, protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the company, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China Laws and regulations such as the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”), the guidelines for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange (hereinafter referred to as the “rules for the listing of shares”), the guidelines for the self-discipline supervision of listed companies on the Shanghai Stock Exchange No. 1 – standardized operation issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) The system is formulated in accordance with the relevant provisions of normative documents and Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”).
Independent director refers to a director who does not hold any position other than independent 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 have the obligation of integrity and diligence to the company and all shareholders.
(I) independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations 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;
(II) 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;
(III) independent directors shall attend the board meeting on time. If there is no special reason, independent directors shall attend the board meeting in person. If they are unable to attend the board meeting in person for some reason, they shall entrust other independent directors to attend on their behalf;
(IV) independent directors shall ensure that they have enough time and energy to effectively perform their duties. Those who have served as independent directors in five domestic and foreign listed companies shall not be nominated as independent director candidates of other listed companies;
(V) the board of directors of the company shall include at least one-third of independent directors, including at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification);
(VI) independent directors and persons to be independent directors shall participate in the training organized by the CSRC or its authorized institutions in accordance with the requirements of relevant competent authorities.
Independent directors of the company 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; (II) have the independence required by the rules for independent directors and Chapter III of this system;
(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 5 years of working experience in law, economics, finance, management or other work necessary for performing the duties of independent directors;
(V) have obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies and relevant provisions of the CSRC;
(VI) other conditions stipulated by China Securities Regulatory Commission and Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”).
The qualification and independence of independent director candidates shall be filed and reviewed in accordance with relevant regulations.
If the independent director candidate fails to obtain the independent director qualification certificate at the time of nomination, he shall make a written commitment to participate in the latest independent director qualification training and obtain the independent director qualification certificate.
The qualifications of independent director candidates 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) relevant provisions of the rules for independent directors;
(IV) provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises;
(V) 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;
(VI) 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;
(VII) relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC;
(VIII) other circumstances stipulated by laws, administrative regulations and departmental rules.
Candidates for independent directors shall have no following bad records:
(I) administrative punishment by the CSRC in the last 36 months;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) being denounced publicly by the stock exchange or being criticized twice or more in the last 36 months;
(IV) during the period of serving as an independent director, he did not attend the meeting of the board of directors for two consecutive times or did not attend the meeting of the board of directors in person, accounting for more than 1 / 3 of the meetings of the board of directors in that year;
(V) the independent opinions expressed during the period of serving as an independent director are obviously inconsistent with the facts;
(VI) other circumstances recognized by the stock exchange.
Candidates nominated as independent directors as accounting professionals shall have rich accounting professional knowledge and experience, and have at least one of the four qualifications: Certified Public Accountant (CPA), senior accountant, associate professor of accounting or doctor’s degree of accounting.
Independent directors must be independent, and 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; (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) personnel who work in the actual controller of the company and its subsidiaries;
(V) personnel providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) persons who have had the situations listed in the preceding six items in the most recent year;
(VIII) other personnel specified in the articles of Association;
(IX) other personnel recognized by the CSRC and the stock exchange.
The affiliated enterprises of the controlling shareholders and actual controllers of the listed 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 listed company according to article 6.3.4 of the stock listing rules.
“Immediate family members” mentioned in the preceding paragraph refer to spouses, parents and children; “Major 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; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the stock listing rules or the articles of association, or other major matters recognized by the bourse; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the total voting shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Where the shareholders’ meeting of the company elects directors by cumulative voting, the voting of independent directors and non independent directors shall be conducted separately.
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.
Candidates for independent directors shall make a statement on whether they meet the requirements of laws and regulations, the system and the relevant provisions of the stock exchange on the qualifications and independence of independent directors.
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.
When issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall indicate in the announcement that the proposal on independent directors is subject to the examination and approval of the stock exchange, and submit the relevant materials of independent director candidates (including but not limited to the statement of nominees, statement of candidates and resume of independent directors) to the stock exchange.
If the board of directors of the company has any objection to the relevant information of independent director candidates, it shall submit the written opinions of the board of directors to the stock exchange at the same time.
The company shall not submit the candidates of independent directors who raise objections to the stock exchange 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 in accordance with the rules for the general meeting of shareholders of listed companies and the articles of association of the CSRC.
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 stock exchange.
The company shall disclose the details of the candidates for independent directors before the shareholders’ meeting, so as to ensure that the shareholders have enough knowledge of the candidates when voting.
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.
The board of directors of the company has audit, nomination, remuneration and assessment, strategy and development committees, in which independent directors shall account for more than half of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. The convener of the audit committee shall be an accounting professional.
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.
If the company’s independent directors fail to meet the qualifications of independent directors specified in this system or have problems with their independence after taking office, they shall resign from the position of independent directors 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.
Independent directors may resign before the expiration of their 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 all members of the board of directors is less than 1 / 3 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 three months from the date of resignation of the independent director.
In addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors can also exercise 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 deliberation after the independent directors express their prior approval opinions. 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) propose to convene the board of directors;
(V) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VI) independently employ intermediary institutions to review, verify or express professional opinions;
(VII) other functions and powers of independent directors specified in laws, regulations and the articles of association.
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) and (II) of paragraph 1 of this article shall be approved by more than half of the independent directors before they can be submitted to the board of directors for discussion.
In addition to performing the above duties, independent directors shall also 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 or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(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) formulate profit distribution policies, profit distribution plans and cash dividend plans;
（11） The scope of providing guarantee and financial support for the merger of subsidiaries (including the scope of providing guarantee and financial support for the investment of subsidiaries and their related companies);
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related persons of listed companies;
（13） The company intends to decide that its shares will no longer be traded on the exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of the stock exchange and the articles of association.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; unable
