Zhongyin Babi Food Co.Ltd(605338)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to improve the governance structure of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as the “company”), promote the standardized operation of the company and safeguard the interests of the company and shareholders, in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Zhongyin Babi Food Co.Ltd(605338) articles of Association (hereinafter referred to as the “articles of association”) and with reference to the rules for independent directors of listed companies, This system is formulated in combination with the actual situation of the company.
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 its major shareholders that may hinder his independent and objective judgment.
Article 3 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, administrative regulations, normative documents 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.
Article 4 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.
Article 5 independent directors can concurrently serve as independent directors in up to five listed companies (including companies), and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 6 the independent directors of the company shall include at least one accounting professional (accounting professional refers to the person with senior accounting professional title or certified public accountant qualification).
Article 7 If an independent director does not meet the conditions for independence or is not suitable for performing the duties of an independent director, he shall resign from the position of an independent director within one month from the date of the occurrence of the situation; If the company fails to resign as required, the board of directors of the company shall convene the board of directors in time after the expiration of one month, review and submit the matter to the general meeting of shareholders to replace the independent director, and complete the by election of independent directors within two months.
Article 8 independent directors and persons who intend to serve as independent directors shall participate in the training organized by them in accordance with the requirements of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and other competent departments.
Chapter II qualifications of independent directors
Article 9 an independent director of a company shall meet the following basic conditions:
（1） Be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions; （2） Have the independence required by the guiding opinions issued by the CSRC;
（3） Have the basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
（4） At least five years of working experience in law, economics or other necessary to perform the duties of independent directors;
（5） Other conditions stipulated in the articles of association.
Article 10 independent directors must be independent, and the following persons shall not serve as independent directors:
（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 holds more than 1% of the shares of the company or is a natural person shareholder among the top ten shareholders of the company and its immediate family members;
（3） Persons who work in shareholder units that directly or indirectly hold more than 5% of the company’s shares or in the top five shareholder units of the company and their immediate family members;
（4） Persons who have had the situations listed in the preceding three items in the most recent year;
（5） Personnel providing financial, legal, consulting and other services for the company or its subsidiaries or personnel working in relevant institutions;
（6） Other personnel specified in the articles of Association;
（7） Other personnel recognized by the CSRC;
（8） Other personnel who are not allowed to work part-time in the enterprise as stipulated by other laws, administrative regulations and departmental rules.
Chapter III nomination, election and replacement of independent directors
Article 11 the board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 1% of the company’s shares (hereinafter referred to as “nominees”) may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 12 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 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 publish the above contents in accordance with the provisions.
Article 13 The term of office of an independent director is the same as that of other directors. Upon expiration of his term of office, he may be re elected, but the term of re-election shall not exceed six years.
Article 14 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 listed company may remove him from his post through legal procedures. In case of early dismissal, the listed company shall disclose it as a special disclosure.
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.
Article 16 if the proportion of independent directors in the board of directors of the company is less than one-third due to the resignation of independent directors or there are no accounting professionals in the independent directors, the independent directors who propose to resign shall continue to perform their duties until the date of the emergence of new independent directors. The company shall complete the by election of independent directors within two months from the date of resignation of independent directors.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
Chapter IV rights and obligations of independent directors
Article 17 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors shall also have the following special rights:
（1） 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 submitted to the board of directors for discussion after being approved by independent directors. Before the independent directors make a judgment, they can hire an intermediary to issue an independent financial consultant report as the basis for their judgment;
（2） Propose to the board of directors to employ or dismiss the accounting firm;
（3） Propose to the board of directors to convene an extraordinary general meeting of shareholders;
（4） Propose to convene the board of directors;
（5） Publicly solicit voting rights from shareholders before the general meeting of shareholders;
（6） Independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company.
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 the first paragraph of this article are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 18 independent directors shall account for more than 1 / 2 of the remuneration and assessment, audit, nomination and other relevant committees under the board of directors of the company, and act as the convener.
Article 19 in addition to performing the duties and rights described in the preceding article, independent directors also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
（1） Nomination, appointment and removal of directors;
（2） Appoint or dismiss senior managers;
（3） Determine or adjust the remuneration of directors and senior managers of the company;
（4） 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 company’s latest audited net asset value, and whether the company has taken effective measures to recover the arrears;
（5） The 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;
（6） Related party transactions to be disclosed, external guarantees, entrusted financial management, external financial assistance
Change the purpose of raised funds, investment in stocks and their derivatives and other major matters;
（7） Major asset restructuring plan and equity incentive plan;
（8） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（9） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and reasons; Objections and their reasons; If it is impossible to express opinions and their obstacles, the opinions expressed shall be clear and clear.
Article 20 the independent opinions issued by independent directors on major matters shall at least include the following contents:
（1） Basic information of major events;
（2） The basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
（3） Legality and compliance of major issues;
（4） The impact on the rights and interests of listed companies and minority shareholders, possible risks and whether the measures taken by the company are effective;
（5） Concluding observations made. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
Article 21 independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Article 22 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 23 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary conditions for independent directors: (1) 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.
