Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Working system of independent directors
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II independence and conditions of appointment of independent directors Chapter III nomination, election and replacement of independent directors Chapter IV responsibilities of independent directors Chapter V Rights and obligations of independent directors 7 Chapter VI Supplementary Provisions eight
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”), strengthen the restraint and supervision system for the board of directors and management, better safeguard the interests of minority shareholders and promote the standardized operation of the company, This system is formulated in accordance with the requirements of the rules for independent directors of listed companies issued by the China Securities Regulatory Commission (“CSRC”) and the provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as the “articles of association”). Article 2 an independent director refers to a director who does not hold any position other than an 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 perform their duties independently and are not affected by the company’s major shareholders, actual controllers or other units or individuals with an interest in the company. Article 3 the number of independent directors of the company shall not be less than one-third of the total number of directors of the company. Article 4 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC. Article 5 the Independent Directors established 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 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;
At least 5 years of full-time working experience in accounting and management.
Independent directors shall account for more than half of the members of special committees such as the nomination, audit, remuneration and assessment committee of the board of directors. Article 6 the independent directors appointed by the company can only serve as independent directors in five listed companies at most, and ensure that they have enough time and energy to effectively perform the duties of independent directors. The independent directors shall work for the company for no less than 15 working days every year.
Chapter II independence and term of office of independent directors
Article 7 the independent directors employed by the company shall be independent, and the following persons shall not serve as independent directors:
1. Persons who work in the company or its affiliated enterprises, their immediate family members and their main social relations (immediate family members refer to spouses, parents, children, etc.; main 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, etc.; appointment refers to serving as directors, supervisors, senior managers and other staff members);
2. Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders and their immediate family members among the top ten shareholders of the company;
3. 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;
4. Persons who hold posts in the controlling shareholders, actual controllers and their affiliated enterprises of the company and their immediate family members; 5. Personnel providing financial, legal, consulting and other services for the company and its controlling shareholders 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;
6. Work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work in units with controlling shareholders with significant business dealings (major business dealings refer to 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);
7. Persons who have had the situations listed in the preceding six items in the most recent year;
8. The securities market entry measures taken by the CSRC are still in the prohibition period;
9. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company;
10. Being punished by the CSRC within the last three years;
11. Being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
12. Other personnel recognized by China Securities Regulatory Commission or Shanghai Stock Exchange. Article 8 independent directors shall meet the following basic conditions:
1. Be qualified to serve as an independent director in accordance with laws, administrative regulations and other relevant provisions;
2. Have the basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules; 3. At least 5 years working experience in law, economics, accounting, finance, management or other necessary work experience for performing the duties of independent directors;
4. Have the independence required by Article 7 of this system;
5. Other conditions stipulated in the articles of association. Article 9 candidates for independent directors shall have no following bad records:
(I) he has been subject to 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) having been publicly condemned by the stock exchange or criticized twice or more in the last 36 months;
(IV) during the period of serving as an independent director, he did not attend the meetings of the board of directors for two consecutive times or did not 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 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 CSRC and Shanghai Stock Exchange.
Chapter III nomination, election and replacement 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, carefully verify the nominee’s ability to perform his duties and whether there are circumstances affecting his independence, and make a statement on the verification results. The nominee shall make a statement on whether he meets the requirements of laws, regulations and relevant provisions of the stock exchange on the terms of office 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. Article 12 before the shareholders’ meeting for the election of independent directors is held, the company shall, within two trading days from the date of determining the nomination, fill in the personal resume of independent director candidates online in the “special area of listed companies” on the website of the exchange, and submit relevant materials of independent director candidates to the exchange, including the statement of independent director nominees, 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 nominee, it shall submit the written opinions of the board of directors at the same time. The qualifications of candidates for independent directors shall be examined by the stock exchange in accordance with regulations. Candidates for independent directors who raise objections to the stock exchange. When holding a general meeting of shareholders 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. Article 13 before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall go through the relevant procedures for the nomination of independent directors in accordance with the provisions, and disclose the detailed information of the candidates for independent directors, so as to ensure that the shareholders have enough knowledge of the candidates before voting. Article 14 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of their term of office, they can be re elected, but the term of re-election shall not exceed six years. Article 15 an independent director shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other independent directors of the company in writing to attend the meeting on his behalf. He shall not issue a blank power of attorney or fully entrust the trustee.
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 stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director believes that the company’s reason for dismissal is improper, he may make a public statement. Article 16 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 this system due to the resignation of independent directors, or there are no accounting professionals among independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. 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. Article 17 for independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently or fail to safeguard the legitimate rights and interests of the company and minority shareholders, shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company. The challenged independent director shall explain the questioned matters in time and disclose them. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and disclose the results of the discussion.
Chapter IV responsibilities of independent directors
Article 18 independent directors shall have the functions and powers entrusted to directors by the company law and other relevant laws and regulations. Article 19 independent directors also have the following special functions and powers:
1. Major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 0.5% 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, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his judgment.
2. Propose to the board of directors to employ or dismiss the accounting firm;
3. Propose to the board of directors to convene an extraordinary general meeting of shareholders;
4. Propose to convene the board of directors;
5. It can solicit voting rights from shareholders in public before the general meeting of shareholders is held;
6. Independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company; 7. Other functions and powers stipulated by laws and regulations, relevant provisions of the CSRC and the exchange and the articles of association. Article 20 when exercising the functions and powers mentioned in Items 1 to 5 of Article 19, independent directors shall obtain the consent of more than half of all independent directors; The exercise of the functions and powers in Item 6 shall be subject to the consent of all independent directors. 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 19 items 1 and 2 can be submitted to the board of directors for discussion only after more than half of the independent directors agree. Article 21 in addition to performing the above duties, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
1. Nomination, appointment and removal of directors;
2. Appoint or dismiss senior managers;
3. Remuneration of directors and senior managers of the company;
4. Employ and dismiss accounting firms;
5. Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
6. The company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
7. Internal control evaluation report;
8. The scheme for the relevant parties to change their commitments;
9. The impact of preferred stock issuance on various shareholders’ equity of the company;
10. Formulate profit distribution policies, profit distribution plans and cash dividend plans;
11. 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 0.5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
12. Related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, change of purpose of raised funds, investment in stocks and their derivatives and other major matters that need to be disclosed;
13. Major asset restructuring plan, equity incentive plan, management acquisition, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of the company;
14. The company intends to decide that its shares will not be traded on the stock exchange;
15. Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
16. Other matters stipulated by relevant laws, administrative regulations, the business rules of the CSRC, the exchange and the articles of association. Article 22 independent directors shall express one of the following opinions on the matters mentioned in Article 21: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles. Article 23 Where the independent directors of the company are unable to reach an agreement on the matters to be disclosed, the relevant opinions of the independent directors shall be announced separately. Article 24 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(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) in case of any reservations, objections or inability to express opinions on major issues, the relevant independent directors shall clearly explain the reasons.
The independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company. Article 25 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to Shanghai in time
