Independent director system
Chapter I General Provisions
Article 1 in order to regulate the behavior of Ife Elevators Co.Ltd(002774) (hereinafter referred to as “the company”) and promote the independent directors of the company to perform their duties, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) This system is formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the provisions of Ife Elevators Co.Ltd(002774) 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 company and the company’s major shareholders that may hinder his independent, objective and independent judgment.
Article 3 independent directors shall have the obligation of good faith and diligence to the company and all shareholders, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, these rules 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 4 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 5 the members of the board of directors of the company shall include at least one-third of the independent directors, including at least one accounting professional.
Where the board of directors of the 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. Chapter II Conditions of appointment of independent directors
Article 6 a person who serves as an independent director of the company shall have the qualifications suitable for the exercise of his functions and powers:
(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) have more than five years of working experience in law, economics or other work necessary to perform 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.
Chapter III independence of independent directors
Article 7 the following persons shall not serve as independent directors of the company:
(I) 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 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) 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;
(IV) persons 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 the company or its affiliated enterprises;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Chapter IV nomination, election and replacement of independent directors
Article 8 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 9 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.
Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall disclose the above contents in accordance with the provisions. Article 10 before the general meeting of shareholders to elect independent directors is held, the board of directors of the company shall submit relevant materials of all nominees to Shenzhen Stock Exchange. 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.
Article 11 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.
Article 12 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 13 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 14 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 15 if the proportion of independent directors in the board of directors of the company is lower than the minimum requirements stipulated by law or the articles of association due to the resignation of independent directors, or there are no accounting professionals in the independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 16 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 17 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 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 18 in order to give full play to the role of independent directors, in addition to the functions and powers conferred on directors by the company law, other relevant laws, regulations, normative documents and the articles of association, the company also grants the following special functions and powers to independent directors:
(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 company’s recently audited net asset value) 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 a meeting of 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;
(VI) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
When exercising the functions and powers in items (I) to (V) of the preceding paragraph, independent directors shall obtain the consent of more than half of all independent directors; The exercise of the functions and powers in Item (VI) of the preceding paragraph shall be subject to the consent of all independent directors.
Items (I) (II) 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 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 19 independent directors shall express independent opinions to the board of directors or the general meeting of shareholders on the following matters: (I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) 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 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 legitimate 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 matters mentioned in the preceding paragraph: agree; Reservations and their reasons; 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 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 20 in order to ensure the effective exercise of functions and powers by independent directors, 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; Regularly report the operation of the company, and organize independent directors to conduct factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the company shall assist in handling the announcement in a timely manner.
Article 21 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.
The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least five years.
Article 22 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 23 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.
Article 24 the 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 and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Article 25 the company may establish a necessary 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 26 the terms “above” and “within” in this system include this number; “Over”, “below”, “less than”, “more than”, excluding this number.
Article 27 this system is an annex to the articles of association, which is formulated by the board of directors and takes effect after being approved by the general meeting of shareholders. The same is true when modifying.
Article 28 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict with the provisions of relevant national laws, regulations, normative documents and the articles of association, the provisions of relevant national laws, regulations, normative documents and the articles of association shall prevail, and the system shall be revised in time.
Article 29 the board of directors shall be responsible for the interpretation of the system.
Ife Elevators Co.Ltd(002774) board of directors April 6, 2002
