Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Working system of independent directors
(revised in April 2022)
Chapter I General Provisions
In order to continuously improve the corporate governance structure of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as the “company”) and promote the standardized operation of the company, 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 (hereinafter referred to as the “Securities Law”), the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and regulations This working system is formulated in accordance with the relevant provisions of normative documents and Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Article 1 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 company and its major shareholders that may hinder his independent and objective judgment.
Article 2 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations 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. Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company. And ensure that there is enough time and energy to effectively perform the duties of independent directors.
Article 3 the members of the board of directors of the company shall include at least one-third of the independent directors, and the independent directors shall include at least one accounting professional. The company may increase the number of independent directors in accordance with relevant laws and regulations, regulatory provisions and actual needs.
Article 4 if the number of independent directors of the company fails to meet the requirements of this system 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 company shall make up the number of independent directors in accordance with the regulations.
Article 5 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 requirements of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
Chapter II Conditions of appointment of independent directors
Article 6 an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions;
(II) have the independence required by laws, regulations, regulatory policies and this system;
(III) have basic knowledge of the company’s operation 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) have obtained the qualification certificate of independent director recognized by Shanghai Stock Exchange. If the independent director candidate fails to obtain the independent director qualification certificate at the time of nomination, he shall make a written commitment to participate in the latest independent director qualification training and obtain the independent director qualification certificate;
(VI) other conditions stipulated in other laws, regulations and normative documents, relevant rules of Shanghai Stock Exchange and the articles of association.
Article 7 independent directors must be independent. The following persons shall not serve as independent directors of the company:
（1） 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 in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.); （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） Personnel working in the actual controller of the company and its subsidiaries;
（5） Personnel who provide financial, legal and consulting services for the company and 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;
（6） Serving as a director, supervisor or senior manager in a unit with significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serving as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
（7） Persons who have had the situations listed in the preceding six items in the most recent year;
（8） Other personnel specified in the articles of Association;
（9） Other situations that are not independent identified by the CSRC and the Shanghai Stock Exchange.
Article 8 candidates for independent directors shall have no following bad records:
（1） He has been subject to administrative punishment by the CSRC in the last 36 months;
（2） During the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
（3） In the past 36 months, he has been publicly condemned by the stock exchange or criticized twice or more;
（4） During the period of serving as an independent director, he did not attend the board meeting for two consecutive times, or did not attend the board meeting in person, accounting for more than one-third of the board meeting in that year; （5） During the period of serving as an independent director, the independent opinions expressed are obviously inconsistent with the facts; （6） Other circumstances recognized by Shanghai Stock Exchange.
Article 9 independent directors shall ensure that they have enough time and energy to effectively perform their duties. Five candidates who have been nominated as independent directors of Listed Companies in China shall not serve as independent directors.
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. The nominating party shall submit the proposal to the board of directors ten days before the shareholders’ meeting. The proposal shall include the following contents:
1. Resume of independent director candidates;
2. Whether the independent directors meet the relevant conditions in this system;
3. A statement of the reasons for the election.
The board of directors has the right to review the procedural nature of the proposal of independent director candidates and the comprehensiveness, integrity and authenticity of the content of the proposal, and make an announcement after the review. The board of directors shall not decide not to submit the proposal on independent director candidates to the general meeting of shareholders for voting for reasons other than the procedural nature of the proposal and the comprehensiveness, integrity and authenticity of the proposal.
During the non annual general meeting of shareholders, shareholders who individually or jointly hold more than 10% of the issued shares of the company may jointly propose to convene an extraordinary general meeting of shareholders on the topic of electing independent directors. The proposing shareholders shall submit a proposal with complete topics and contents to the board of directors in writing, and the contents of the proposal shall meet the requirements of Article 10. The written proposal shall be reported to the stock exchange for the record.
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, educational 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 listed company that affects his independent and objective judgment.
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 the company shall, when disclosing the notice of the general meeting of shareholders on the election of independent directors, submit the relevant materials of all 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 conditions of the independent directors nominated by the board of supervisors or the shareholders of the company, it shall submit the written opinions of the board of directors at the same time.
If Shanghai Stock Exchange does not raise any objection to the qualification of independent director candidates after receiving the materials submitted by the company, the company may perform the decision-making procedures to elect independent directors. The company shall disclose the details of the candidates for independent directors before the shareholders’ meeting, so as to ensure that the shareholders have enough knowledge of the candidates when voting.
The company shall not submit the nominees who have objections to the Shanghai Stock Exchange to the general meeting of shareholders for election as independent directors, and shall postpone or cancel the general meeting of shareholders or cancel the relevant proposals of the general meeting of shareholders in accordance with the rules of the general meeting of shareholders of listed companies of the CSRC.
When the general meeting of shareholders is held 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.
Article 13 The term of office of independent directors 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. At least 30 days before the expiration of the term of office of the independent director, the company shall convene a general meeting of shareholders to consider whether the independent director is re elected. Article 14 the meeting of the board of directors shall be attended by independent directors in person. If the independent directors are unable to attend the meeting for some reason, they shall entrust other independent directors in writing to attend and exercise their voting rights on their behalf. 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 15 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, the resignation report of the independent director shall take effect after the next independent director fills his vacancy, except for resignation due to loss of independence and dismissal according to law. The original nominee of the independent director or the board of directors of the listed company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Chapter IV functions and powers of independent directors
Article 16 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, the company shall also give independent directors the following special functions and powers:
(I) major connected transactions (as defined in the Listing Rules of Shanghai Stock Exchange) shall be approved by independent directors in advance and submitted to the board of directors for discussion. Before making a judgment, independent directors may hire an intermediary to issue an independent financial advisory 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;
(VII) other functions and powers specified in laws and regulations, relevant provisions of CSRC and Shanghai Stock Exchange and the articles of association.
When exercising the above functions and powers, independent directors shall obtain the consent of more than half of all independent directors; If the proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 17 for the strategy, audit, nomination, remuneration and assessment committee under the board of directors of the company, independent directors shall account for more than half of the proportion and act as the convener. The convener of the audit committee is an accounting professional.
Article 18 in addition to performing the above duties, independent directors shall also express independent opinions on the following major matters:
(I) the legitimacy and fairness of the meetings of the previous board of directors in that year;
(II) the fairness of the resolutions of the previous board of directors in that year;
(III) whether the decisions of the company’s previous general meetings of shareholders are conducive to the overall interests of all shareholders and damage the rights and interests of minority shareholders in that year;
(IV) nomination, appointment and removal of directors;
(V) appoint or dismiss senior managers;
(VI) remuneration of directors and senior managers of the company;
(VII) 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 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears (including this amount); (VIII) matters that independent directors believe may damage the rights and interests of minority shareholders;
(IX) other matters stipulated by laws, administrative regulations, CSRC and the articles of association.
Article 19 independent directors shall express one of the following opinions on the above matters:
(I) consent;
(II) reservations and their reasons;
(III) objections and their reasons;
(IV) inability to express opinions and its obstacles.
Article 20 if the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 21 independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations 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. Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers, or other units or individuals with an interest in the company.
Chapter V working conditions of independent directors
Article 22 the company shall ensure that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the 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 can ask for 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.
Article 23 the company shall provide the working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company shall actively assist the independent directors in performing their duties, such as introducing the situation, providing materials, etc. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall handle the announcement at the stock exchange in time.
Article 24 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 25 independent directors
