Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Working rules for independent directors
Chapter I General Provisions
Article 1 in order to regulate the behavior of listed companies, give full play to the role of independent directors in the governance of listed companies and promote the independent directors of listed companies to perform their duties, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China and the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the term “independent director” as mentioned in these Detailed Rules 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.
Article 3 the working rules of independent directors comply with the provisions of laws, administrative regulations and these rules, which is conducive to the sustainable and standardized development of listed companies and does not harm the interests of listed companies.
Article 4 the members of the board of directors of a listed company shall include at least one-third of independent directors.
Where the board of directors of a listed company sets up special committees for remuneration and assessment, audit and nomination, the independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. Article 5 independent directors shall have the obligation of good faith and diligence to the listed company and all shareholders, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, these detailed rules 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.
Chapter II independence of independent directors
Article 6 independent directors must be independent.
Independent directors shall perform their duties independently and shall not be affected by the major shareholders, actual controllers or other units or individuals having an interest in the listed company. In principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties. Article 7 the following persons shall not serve as independent directors:
(I) persons who work in listed companies or their affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major 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) directly or indirectly holding more than 1% of the issued shares of the listed company or being a natural person shareholder among the top 10 shareholders of the listed company and their immediate family members;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate family members;
(IV) personnel who have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises; (VI) other personnel stipulated by laws and administrative regulations;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Chapter III Conditions of appointment of independent directors
Article 8 an independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers.
Article 9 an independent director 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 these rules;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than 5 years of working experience in law, economics or other necessary for performing 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.
Article 10 a listed company shall appoint appropriate personnel as independent directors, including at least one accounting professional.
Chapter IV nomination, election and replacement procedures of independent directors
Article 11 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and standards.
Article 12 the board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 1% of the company’s shares may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 13 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 14 before the general meeting of shareholders for the election of independent directors is held, the board of directors of a listed company shall publish the relevant contents in accordance with Article 13 of these rules, and submit the relevant materials of all nominees to Shenzhen Stock Exchange. If the board of directors of a listed 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.
Article 15 The term of office of an independent director is the same as that of other directors of the listed company. Upon expiration of his term of office, he may be re elected, but the term of re-election shall not exceed 6 years.
Article 16 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.
Article 17 before the expiration of the term of office of an independent director, the listed company may remove him through legal procedures. In case of early dismissal, the listed company shall disclose it as a special disclosure.
Article 18 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 19 If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the detailed rules due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 20 Where the number of independent directors of the listed company fails to meet the requirements of these rules due to the fact that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the listed company shall make up the number of independent directors in accordance with the provisions.
Chapter V functions and powers of independent directors
Article 21 independent directors shall attend the board meeting on time, understand the production, operation and operation of the listed company, and take the initiative to investigate and obtain the information and materials needed for making 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 22 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, listed companies shall also give independent directors the following special functions and powers:
(I) major related party transactions (referring to related party 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) shall be approved by independent directors in advance; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant 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) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
Independent directors shall obtain the consent of more than 1 / 2 of all independent directors when exercising the functions and powers in items (I) to (V) of the preceding paragraph; The independent directors shall exercise the functions and powers in Item (VI) of the preceding paragraph with the consent of all the directors.
Items (I) (II) can be submitted to the board of directors for discussion only after more than 1 / 2 of the independent directors agree.
If the proposals listed in paragraph 1 of this article are not adopted or the above functions and powers cannot be normally exercised, the listed company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 23 independent directors shall express independent opinions on the following matters to the board of directors or the general meeting of shareholders:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) the shareholders, actual controllers and their affiliated enterprises of the listed company’s existing or new 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;
(V) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters stipulated by laws, administrative regulations, CSRC and the articles of Association;
Independent directors shall express one of the following opinions on the above matters: agree; Reasons for reservations; Objections and their reasons; Inability to express opinions and its obstacles.
If the matters mentioned in the first paragraph of this article are matters that need to be disclosed, the listed company shall announce the opinions of the independent directors. If the independent directors have different opinions and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Chapter VI guarantee for the performance of independent directors
Article 24 in order to ensure the effective exercise of functions and powers by independent directors, a listed company shall provide necessary working conditions for independent directors to perform their duties. The Secretary of the board of directors of a listed company shall actively provide assistance to the independent directors in performing their duties, such as introducing the situation and providing materials, regularly report the operation of the company, and organize the independent directors to make a factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the listed company shall assist in handling the announcement in a timely manner.
Article 25 a listed company shall ensure that independent directors enjoy the same right to know as other directors. For any matter that needs to be decided by the board of directors, the listed company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they may request supplement. When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors 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.
The information provided by the listed company to the independent directors shall be kept by the listed company and the independent directors for at least five years.
Article 26 when independent directors exercise their functions and powers, 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.
Article 27 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the listed company.
Article 28 a listed company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, deliberated and approved by the general meeting of shareholders, and disclosed in the annual report of the company. In addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the listed company and its major shareholders or interested institutions and personnel.
Article 29 A listed company may establish an independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VII supplementary provisions
Article 30 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 31 the right to interpret these rules belongs to the board of directors of the company.
Article 32 the detailed rules shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company, and the same shall apply when amending Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Board of directors
March 2022
