Huitong Construction Group Co., Ltd
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Huitong Construction Group Co., Ltd. (hereinafter referred to as "the company"), safeguard the legitimate rights and interests of all shareholders and stakeholders of the company and promote the standardized operation of the company, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the rules for independent directors of listed companies (hereinafter referred to as "the rules for independent directors"), the guidelines for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the Shanghai Stock Exchange No. 1 - standardized operation, the guidelines for the performance of duties of independent directors of listed companies issued by the China Association of listed companies and other laws and regulations The working system is formulated in accordance with the relevant provisions of normative documents and the articles of association of Huitong Construction Group Co., Ltd. (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, does not hold any position other than a member of the special committee of the board of directors in the company, and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 the directors shall be diligent and honest to all shareholders of the company. Independent directors shall conscientiously perform their duties in accordance with the requirements of relevant laws and regulations, the articles of association and the working system, and safeguard the overall interests of the company, especially 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.
If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall timely notify the company and submit his resignation.
Article 5 the members of the board of directors of the company shall have more than one-third of independent directors, including at least one accounting professional.
Article 6 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 7 in principle, the independent directors employed by the company shall hold the position of independent directors in up to five listed companies including the company, and ensure that they have enough time and energy to effectively perform the duties of independent directors. Article 8 in principle, independent directors shall work effectively for the company for no less than 15 working days every year, including attending the general meeting of shareholders, the meetings of the board of directors and various special committees, investigating the construction and implementation of the company's production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors, discussing work with the company's management, and discussing the company's major investment, production Conduct field research on the construction project.
Chapter II Conditions of employment
Article 9 an independent director shall have the appropriate qualifications for the exercise of his functions and powers:
(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 the independent director 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) have obtained the qualification certificate of independent director in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange;
(VI) comply with the provisions of the civil servant law of the people's Republic of China on civil servants holding concurrent posts;
(VII) comply with the provisions of the notice on regulating central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) issued by the Discipline Inspection Commission of the CPC Central Committee and the Organization Department of the CPC Central Committee;
(VIII) comply with the provisions of the opinions on further standardizing the part-time (tenure) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee;
(IX) comply with the provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision;
(x) other laws, administrative regulations, departmental rules, relevant provisions of Shanghai Stock Exchange and 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:
(I) 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.);
(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) personnel and immediate family members working 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;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) personnel providing financial, legal and consulting services for the company or its subsidiaries;
(VI) other personnel specified in the articles of Association;
(VII) other personnel recognized by CSRC and Shanghai Stock Exchange.
Chapter III nomination, election and replacement
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 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 cumulative voting system shall be implemented in the election of independent directors. If the shareholders' meeting elects directors by cumulative voting, the voting of independent directors and non independent directors shall be conducted separately.
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 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 regulations and submit the relevant materials of all nominees to Shanghai 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 15 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 16 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times or fails to attend the meeting of the board of directors in person for two consecutive times or fails to entrust other directors to attend the meeting of the board of directors, 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 company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
If the removed independent director considers that the company's reasons for removal are improper, he may make a public statement.
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 an independent director or a member of the board of directors falls below the minimum requirements specified in the rules for independent directors or the articles of association due to the resignation of an independent director, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Chapter IV special functions and powers of independent directors
Article 20 the company shall give full play to the role of independent directors
(I) 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: 1. Major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or more than 0.5% of the company's latest 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; 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; 7. Other functions and powers conferred by laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in Items 1 to 5 above; The exercise of the functions and powers in Item 6 shall be subject to the consent of all independent directors.
(III) items 1 and 2 can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
(IV) if the above proposals are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information. If there are other provisions of laws, administrative regulations and the CSRC, such provisions shall prevail.
(V) the strategic planning, audit, nomination and salary assessment committee under the board of directors of the company, in which the independent directors of the audit committee and nomination and salary assessment committee shall act as the convener in accordance with relevant regulations and account for more than half of the members of the Committee.
Chapter V independent opinions and due diligence obligations of independent directors
Article 21 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 or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(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 0.5% of the company's recently audited net asset value, 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, departmental rules, normative documents and the articles of association or recognized by the CSRC and Shanghai Stock Exchange.
Independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles. The opinions expressed by independent directors shall be clear and clear. 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 22 when independent directors find that the company or relevant subjects have the following circumstances, they shall actively perform the obligation of due diligence, and may hire an intermediary to conduct special investigation when necessary:
(I) major issues are not submitted to the board of directors or the general meeting of shareholders for deliberation as required;
(II) the company fails to perform the obligation of information disclosure in time or properly;
(III) there may be false records, misleading statements or major omissions in the information released by the company;
(IV) the production and operation of the company may violate laws and regulations or the articles of Association;
(V) other situations suspected of violating laws and regulations and damaging the interests of shareholders or the interests of the public. Article 23 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) legality and compliance of major matters;
(IV) the impact on the rights and interests of the company and minority shareholders, possible risks and whether the measures taken by the company are effective;
(V) concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly state the reasons and obstacles to express their opinions.
The 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.
Chapter VI provides necessary conditions for independent directors
Article 24 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary conditions for independent directors.
(I) 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 5 years.
(II) the company shall provide working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the 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 company shall assist in handling the announcement in a timely manner.
(III) 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.
(IV) the company shall bear the expenses for the independent director to hire an intermediary and other expenses required for the exercise of his / her functions and powers. (V) 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.
(VI) the company can establish necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Article 25 under any of the following circumstances, independent directors shall report to the CSRC, Shanghai Stock Exchange and Hebei regulatory bureau of the CSRC:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the existence of the company prevents independent directors from exercising their functions and powers according to law
