Working system of independent directors of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (revised in 2022)
(this system shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the company), improve the structure of the board of directors, strengthen the restraint and supervision mechanism for internal directors and managers, protect the interests of minority shareholders and creditors, and promote the standardized operation of the company, The working system of independent directors is hereby formulated in accordance with the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”), the governance standards of Listed Companies in China (Revised Draft), the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock exchange, the articles of association and other relevant provisions of the company.
Article 2 an independent director refers to a director who does not hold any position other than a director in a listed company and has no relationship with the listed company and its major shareholders that may hinder his independent and objective judgment.
Chapter II Conditions of appointment of independent directors of the company
Article 3 an independent director shall have the qualifications appropriate to the exercise of his / her functions and powers. Serving as an independent director 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 independent director rules;
(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 work necessary to perform the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
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.
Chapter III independence of independent directors of the company
Article 4 independent directors must be independent. In principle, they can serve as independent directors in up to five listed companies at home and abroad, and ensure that they have enough time and energy to effectively perform their duties.
Article 5 independent directors must be independent, and the following persons shall not serve as independent directors of the company: (I) persons serving in the company or its affiliated enterprises and their immediate relatives and main social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, brothers and sisters, etc.);
(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, 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 and senior manager in a unit that has significant business dealings with the company, its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor and 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 last 12 months;
(VIII) other personnel stipulated by laws, administrative regulations and departmental rules;
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 6.3.4 of the stock listing rules of Shanghai Stock Exchange. “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of Shanghai Stock Exchange or the articles of association, or other major matters recognized by the exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Chapter IV nomination, election and replacement of independent directors of the company
Article 6 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 of the company.
Candidates for independent directors shall comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
Article 7 the nominees of independent directors of the company shall obtain the consent of the nominees 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 of the company. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent and objective judgment.
Before the shareholders’ meeting for electing independent directors of the company is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Article 8 the independent directors appointed by the company shall include at least one accounting professional. A candidate nominated as an independent director as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above or a 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 9 when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials of independent director candidates (including but not limited to the statement of nominees, candidate statement and resume of independent directors) to Shanghai 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 exchange at the same time.
When holding the general meeting of shareholders of the company 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. The company shall not submit independent director candidates who raise objections to the Shanghai Stock Exchange to the general meeting of shareholders for voting.
Article 10 the company shall disclose the details of the candidates for independent directors of the company before the general meeting of shareholders, so as to ensure that the shareholders of the company have enough knowledge of the candidates when voting.
Article 11 The term of office of independent directors of the company 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 12 If the independent director of the company fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors of the company shall request the general meeting of shareholders to replace him.
Article 13 an independent director of the company may resign before the expiration of his term of office. In case of resignation, the independent director of the company shall submit a written resignation report to the board of directors of the company, and 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 guiding opinions due to the resignation of independent directors of the company, 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.
Before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 14 If the independent directors of the company do not meet the conditions for independence or are not suitable for performing the duties of independent directors, resulting in the proportion of independent directors of the company being lower than that specified in the guiding opinions, the company shall supplement the number of independent directors as required.
Chapter V functions and powers of independent directors
Article 15 in order to give full play to the role of independent directors of the company, in addition to the functions and powers of directors conferred by the company law and other relevant laws and regulations, the company shall also confer the following special functions and powers on its independent directors:
(I) for related party transactions that need to be submitted to the general meeting of shareholders for deliberation, independent directors shall give prior approval opinions before submitting them to the board of directors for deliberation. Before making a judgment, independent directors may hire an intermediary to issue a special 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) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held. When the shareholders’ meeting is convened to review the equity incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the equity incentive plan. (VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
Article 16 when independent directors exercise the above-mentioned functions and powers, they can be submitted to the board of directors for discussion only after more than half of the independent directors agree; The exercise of the above-mentioned functions and powers by independent directors shall be subject to the consent of all independent directors; Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers mentioned in Items 1 to 5 above.
Article 17 If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 18 independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee under the board of directors and act as the convener.
Article 19 in addition to performing the above duties, the independent directors of the company shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers of the company;
(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） Matters that independent directors believe may damage the rights and interests of minority shareholders;
（12） Related party transactions to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, investment in stocks and their derivatives and other major matters;
（13） 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;
（14） Express professional opinions on the matters of spin off and listing in accordance with the provisions on the pilot domestic listing of subsidiaries of listed companies;
（15） The company intends to decide that its shares will no longer be traded on the Shanghai Stock Exchange;
（16） Other matters stipulated by laws, administrative regulations, CSRC, Shanghai Stock Exchange and the articles of association.
In addition to the above, the independent directors of the company shall exercise their functions and powers and other relevant matters in accordance with the guiding opinions and the articles of association.
Article 20 the independent directors of the company shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 21 if the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors of the company have different opinions and can not reach an agreement, the board of directors of the company shall disclose the opinions of each independent director separately.
Chapter VI obligations of independent directors
Article 22 the independent directors of the company shall have the obligation of good faith and diligence to the company and all shareholders of the company. The independent directors of the company shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, guidance 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 of the company. The independent directors of the company shall perform their duties independently and shall not be affected by the main shareholders, actual controllers or other units or individuals having an interest in the company.
Article 23 the independent directors of the company shall ensure that they have enough time and energy to earnestly and effectively perform their duties.
Article 24 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, take the initiative to investigate and obtain the information and materials required for making decisions. Independent directors shall submit an annual report to the annual general meeting of shareholders of the company to explain their performance of their duties.
Chapter VII performance guarantee of independent directors
Article 25 in order to ensure the effective exercise of functions and powers by independent directors of the company, the company shall provide necessary conditions for independent directors of the company:
(I) the company shall ensure that the independent directors of the company enjoy the same right to know as the directors of other companies. For any matter that needs to be decided by the board of directors of the company, the company must notify the independent directors of the company in advance according to the legal time and provide sufficient information at the same time. If the independent directors of the company think the information is insufficient, they can ask for supplement. When two or more independent directors of the company think that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors of the company to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors of the company. The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
(II) the company shall provide working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company shall actively provide assistance to the independent directors of the company in performing their duties, such as introducing the situation and providing materials, regularly reporting the operation of the company, and organizing the independent directors to make a factual investigation when necessary. If the independent opinions, proposals and written explanations issued by the independent directors of the company should be announced, the Secretary of the board of directors of the company shall handle the announcement at the stock exchange in time.
(III) when the independent directors of the company exercise their functions and powers, the 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.
(IV) the expenses for the company’s independent directors to hire intermediaries and other expenses required for exercising their functions and powers shall be borne by the company
