Estun Automation Co.Ltd(002747)
Independent director system
(March 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company"), promote the standardized operation of the company and ensure the independent directors of the company to exercise their functions and powers independently according to law, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the rules for independent directors of listed companies (hereinafter referred to as the "rules") This system is formulated in accordance with the relevant national laws, regulations and normative documents such as the standards for the governance of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "operation guidelines") and the relevant provisions of the Estun Automation Co.Ltd(002747) 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 a director in the company and has no relationship with the listed company and its major shareholders that may hinder his independent and objective judgment. Article 3 independent directors have the obligation of integrity and diligence to the company and all shareholders, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, rules and articles of association, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders.
Article 4 in principle, independent directors can concurrently serve as independent directors in up to five domestic and foreign listed companies (including the listed company to be served this time). Independent directors shall ensure that they have enough time and energy to effectively perform their duties.
Chapter II qualifications
Article 5 an independent director shall have the qualifications suitable for the exercise of his functions and powers. The appointment of independent directors 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; （2） Have the independence required by the 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 laws, administrative regulations, departmental rules, normative documents and other provisions on the qualifications, conditions and requirements of independent directors.
The training of independent directors to be organized by and authorized by the CSRC shall be conducted in accordance with the provisions of the independent directors and their authorized institutions.
Article 6 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) personnel working in the company or its affiliated enterprises and their immediate family members and main social relations (immediate family members 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, 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) shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or the personnel working in the top five shareholder units of the company and their immediate family members;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
（5） Personnel who provide financial, legal and consulting services for the company or its subsidiaries;
(VI) other personnel specified in laws, administrative regulations, departmental rules and operation guidelines; (VII) other personnel specified in the articles of Association;
（8） Other personnel recognized by the CSRC.
Independent directors shall not have any relationship with the company and its major shareholders that may hinder their independent and objective judgment. Independent directors shall not concurrently hold other positions in the company except members of the special committee of the board of directors. Independent directors enjoy the general functions and powers of directors and special functions and powers for relevant matters in accordance with laws, regulations and the articles of association. Independent directors shall perform their duties independently and shall not be influenced by the company's major shareholders, actual controllers and other organizations or individuals with interests in the company. The company shall ensure that independent directors perform their duties according to law. Independent directors shall perform their duties as directors according to law, fully understand the operation of the company and the contents of the board meeting, safeguard the interests of the listed company and all shareholders, and pay special attention to the protection of the legitimate rights and interests of minority shareholders. Independent directors shall report their work to the general meeting of shareholders on an annual basis. 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.
Chapter III nomination, election, appointment, resignation and removal of independent directors
Article 7 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 8 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.
Article 9 independent directors and persons who intend to serve as independent directors shall participate in relevant training and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange in accordance with the requirements of the rules.
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 Shenzhen Stock Exchange, and make an announcement.
At the latest, when issuing the notice and announcement of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials filed by independent directors (including but not limited to the statement of independent director nominees, the statement of independent director candidates and the resume of independent director candidates) to Shenzhen Stock exchange, and disclose the relevant announcements.
Article 10 the board of directors of the company shall submit the detailed information of the candidates for independent directors, such as their occupation, educational background, professional qualifications, detailed work experience and all part-time jobs, to the website of Shenzhen stock exchange for publicity within three trading days at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors. During the publicity period, if any unit or individual has any objection to the employment conditions and independence of independent director candidates, they can give feedback to Shenzhen Stock Exchange on the employment conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of Shenzhen Stock Exchange.
Independent director candidates and nominees shall check all relevant information disclosed or publicized by the listed company. If there are errors or omissions in the contents disclosed or publicized, they shall inform the listed company to correct them in time.
Article 11 the company shall clearly disclose in the relevant announcement that "the proposal for the election of independent directors can be submitted to the general meeting of shareholders for deliberation only after the Shenzhen Stock Exchange has no objection to the filing of independent director candidates", stating that the detailed information of independent director candidates has been publicized according to the relevant requirements, and prompt the feedback channels.
Article 12 the board of directors, independent director candidates and independent director nominees of the company shall truthfully answer the inquiries of Shenzhen Stock Exchange within the specified time, and timely supplement relevant materials to the exchange as required. In case of failure to answer inquiries or supplement relevant materials in time as required, Shenzhen Stock Exchange will decide whether to raise objections to the employment conditions and independence of independent director candidates according to the existing materials.
If the candidate for independent director does not meet the requirements for the qualification or independence of independent director, Shenzhen Stock Exchange may raise an objection to the qualification and independence of the candidate for independent director, and the company shall timely disclose the contents of the objection letter of Shenzhen Stock Exchange. When the general meeting of shareholders is held to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange. The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Article 13 if Shenzhen stock exchange is concerned about other situations of independent director candidates, the company shall timely disclose the contents of the letter of concern of the exchange, and the nominees of independent directors shall disclose the reply to the letter of concern of Shenzhen stock exchange no later than two trading days before the date of the general meeting of shareholders, stating the specific situations of matters concerned by Shenzhen Stock Exchange, whether the candidate is still recommended, and if it continues to be recommended, the specific reasons Whether it has an impact on the standardized operation and corporate governance of listed companies and countermeasures. When the company holds a general meeting of shareholders to elect independent directors, it shall explain whether the relevant information of independent director candidates is concerned by Shenzhen Stock Exchange and its specific circumstances.
Article 14 The term of office of independent directors is the same as that of other directors of the company. They can be re elected at the expiration of their term of office, but the term of re-election shall not exceed six years.
Article 15 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 company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Independent directors shall not entrust non independent directors to attend the meeting on their behalf.
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.
Article 17 If the proportion of independent directors in the board of directors of the company is less than one-third of all members of the board of directors due to the resignation of independent directors, or there are no accounting professionals among the independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. The company shall complete the by election of independent directors within two months from the date of resignation of independent directors.
Chapter IV functions and powers
Article 18 independent directors shall perform their duties independently and impartially, and shall not be influenced by the main shareholders, actual controllers or other units and individuals with interests 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 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.
Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 20 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by the company law and other relevant laws and regulations, independent directors 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 discussion after being approved by independent directors. 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) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) independently employ external audit institutions and consulting institutions.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Items (I) and (II) of paragraph 1 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 are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 21 in addition to performing the above duties, independent directors shall also express independent opinions on the following major matters of the company:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(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) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company's cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions that need to be disclosed, providing guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, stock and Derivative Investment and other major matters;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
（13） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） The company's shareholders, actual controllers and their affiliated enterprises have loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the latest audited net asset value of the listed company, and whether the company has taken effective measures to recover the arrears;
（16） In the annual report, the independent directors shall make a special explanation on the external guarantees that have not been fulfilled at the end of the reporting period and occur in the current period, and the implementation of the provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, and express independent opinions;
（17） Other matters stipulated by relevant laws and regulations, relevant provisions of the exchange and the articles of association.
The types of independent opinions expressed by independent directors include consent, reservation and
