Article 1 in order to further improve the corporate governance mechanism, promote the standardized operation of the company and give full play to the role of independent directors in the preparation of annual reports, this system is hereby formulated in accordance with the requirements of the CSRC and the relevant provisions of the business guide for periodic reports of listed companies on Shanghai Stock Exchange and the Guangxi Guiguan Electric Power Co.Ltd(600236) articles of association.
Article 2 independent directors shall earnestly perform the responsibilities and obligations of independent directors and be diligent in the preparation and disclosure of the company’s annual report.
Independent directors have the obligation of good faith and diligence to the company and all shareholders. They should earnestly perform their duties in accordance with the requirements of relevant laws, administrative regulations, normative documents and the articles of association, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders.
Article 3 the Secretary of the board of directors of the company is responsible for coordinating the communication between the independent directors and the management of the company, and actively creating necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
Article 4 independent directors are obliged to keep confidential the information during the preparation of the company’s annual report. Before the annual report is published, they shall not disclose the contents of the annual report to the outside world in any form.
Article 5 the company shall formulate the annual report work plan and submit it to the independent directors for review. Independent directors shall actively perform the duties of independent directors through talks, field visits, communication with accounting firms and other forms according to the work plan. When performing the duties of annual report, independent directors shall have written records, and important documents shall be signed by the parties.
Article 6 during the preparation of the annual report, the independent directors shall timely listen to the report of the company’s management on the company’s production and operation, investment and financing activities and other major issues this year, and require the company to arrange on-site investigation on relevant major issues.
Article 7 the independent directors shall check whether the accounting firm to be employed by the company has the relevant business qualification stipulated by the CSRC and the professional qualification of the certified public accountant (hereinafter referred to as the “annual audit certified public accountant”) who provides the annual report audit for the company.
Article 8 the financial principal of the company shall submit the written documents and other relevant materials of the audit work arrangement of the current year to each independent director before the annual audit CPA enters the audit. Independent directors shall communicate with the audit committee to understand the annual audit work arrangement and other relevant materials.
Article 9 independent directors shall meet with the annual audit certified public accountants to communicate the preliminary audit opinions before convening the board of directors to review the annual report.
Article 10 the company shall arrange at least one meeting between the independent directors and the annual audit accountant after the annual audit CPA issues the preliminary audit opinion to communicate the problems found in the audit process, and the independent directors shall perform the duties of meeting.
The meeting shall be signed and recorded in writing.
Article 11 the independent directors shall make a special explanation on the external guarantees of the company and the implementation of the relevant regulatory provisions on external guarantees of Listed Companies in the annual report, and express independent opinions.
Article 12 independent directors shall pay attention to the decision-making procedures of the matters considered by the board of directors in the annual report, including the proposal procedures, decision-making authority, voting procedures, withdrawal matters, the completeness and submission time of proposal materials, and make prudent and comprehensive judgments and decisions on the matters that need to be submitted to the board of directors for consideration.
Article 13 If an independent director finds that it is inconsistent with the relevant provisions on the convening of the board of directors or the judgment basis is insufficient, he may request supplement, rectification or postpone the convening of the board of directors. If two or more independent directors think that the information is insufficient or the argument is unclear, and jointly propose in writing to the board of directors to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, the board of directors shall adopt it.
The above communication process, opinions and requirements shall be recorded in writing and signed by relevant parties.
Article 14 If an independent director has any objection to the specific matters of the annual report, and with the consent of more than half of all independent directors, he can independently hire an external audit institution and consulting institution, and the relevant expenses incurred shall be borne by the company. Article 15 independent directors shall sign written confirmation opinions on the annual report. If the independent directors cannot guarantee the authenticity, accuracy and completeness of the annual report or have objections, they shall state the reasons and express their opinions and disclose them.
Article 16 independent directors shall prepare and disclose the annual work report of independent directors in accordance with the format and requirements specified by Shanghai Stock Exchange, and report to the shareholders at the annual general meeting of the company. The annual report on work of independent directors shall explain the specific performance of duties of independent directors in that year, and focus on corporate governance matters such as the company’s internal control, standardized operation and the protection of the rights and interests of small and medium-sized investors. Article 17 the working system shall come into force after the resolution of the board of directors of the company is adopted, and the board of directors shall be responsible for interpretation and revision.
