Shanghai Sk Automation Technology Co.Ltd(688155)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure and promote the standardized operation of the company, in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”) and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange This system is formulated in accordance with the relevant provisions of the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation (hereinafter referred to as “standardized operation”) and the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as “articles of association”).
Chapter II Conditions of appointment and independence of independent directors
Article 2 an independent director of the company 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 conscientiously perform their duties in accordance with relevant laws and regulations, rules for independent directors, standardized operation and the articles of association. Safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders. Independent directors shall be independent of the company they are employed by and the major shareholders of the company. 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. 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 as independent directors.
In case of any situation that obviously affects the independence during his term of office, he shall notify the company in time and submit his resignation if necessary.
Article 4 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 CSRC.
Article 5 an independent director shall meet the following basic conditions:
(I) be qualified to serve as an independent director of the company in accordance with laws, administrative regulations and other relevant provisions; (II) meet 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 necessary to perform the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Article 6 in order to ensure the independence of independent directors, 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; (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) personnel who work in the actual controller of the company and its subsidiaries;
(V) personnel providing 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;
(VI) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) personnel who have been in one of the situations listed in the preceding six items in the past year;
(VIII) other circumstances recognized by CSRC or Shanghai Stock Exchange.
The term “holding a post” as mentioned in the preceding paragraph refers to serving as a director, supervisor, senior manager and other staff members; “Immediate relatives” refer to spouses, parents and children; “Major 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; The “major business matters” that need to be submitted to the Shanghai stock exchange for deliberation in accordance with the articles of association of the Shanghai Stock Exchange or the articles of association of the Shanghai stock exchange refers to other major business matters that need to be submitted to the Shanghai stock exchange for deliberation.
Article 7 candidates for independent directors shall not be under the following circumstances:
(I) having been subject to administrative punishment by the CSRC in the last three years;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the last three years;
(IV) during the period of serving as an independent director, he did not attend the meetings of the board of directors for two consecutive times or did not attend the meetings of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year;
(V) during his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Article 8 the members of the board of directors of the company shall include not less than one-third of the independent directors. At least one independent director is an accounting professional. If he is nominated as an independent director candidate as an accounting professional, he shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor title or doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Chapter III nomination, election and replacement of independent directors
Article 9 the nomination, election and replacement of independent directors shall be standardized according to law:
(I) 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.
(II) the nominee of an independent director shall obtain the written 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 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.
(III) before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of the nominees to Shanghai Stock Exchange at the same time. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit written opinions at the same time. Nominees who disagree with the above-mentioned stock exchanges shall not be candidates for independent directors. When the company holds a general meeting of shareholders 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.
(IV) the company shall disclose the details of the candidates for independent directors before the shareholders’ meeting to ensure that the shareholders have enough knowledge of the candidates when voting.
(V) the term of office of independent directors is the same as that of other directors of the company. Upon expiration of their term of office, they can be re elected, but the term of re-election shall not exceed six years.
(VI) if the 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. (VII) independent directors may resign before the expiration of their 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 the rules for independent directors and standardized operation 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.
(VIII) for independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently or fail to safeguard the legitimate rights and interests of the company and minority shareholders, shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company. The challenged independent director shall explain the questioned matters in time and disclose them. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and disclose the results of the discussion.
Chapter IV rights and obligations of independent directors
Article 10 independent directors shall fully exercise 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 company’s recently audited net asset value) and other related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for deliberation after the independent directors express their prior approval opinions. Independent directors can hire intermediaries to issue special reports before making judgments;
(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, but it shall not be solicited by means of compensation or compensation in disguised form.
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
Article 11 independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) – (V) of Article 10; Article 10 (VI) the functions and powers of the independent directors shall be exercised with the consent of all the directors. Article 10 items (I) and (II) shall be submitted to the board of directors for discussion only after more than half of the independent directors agree. If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 12 for the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons.
Article 13 independent directors shall express independent opinions on the following major matters of the company:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports are issued with non-standard unqualified audit opinions by certified public accountants;
(VII) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulate profit distribution policies, profit distribution plans and plans for converting capital reserve into share capital, especially pay attention to whether it damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions, external guarantees, entrusted financial management, provision of financial assistance, use of raised funds, development of new businesses, investment in stocks and their derivatives and other major matters that need to be disclosed;
（12） 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;
（13） Major asset restructuring plan, equity incentive plan, employee stock ownership plan and share repurchase plan; （14） The company intends to decide that its shares will no longer be traded on the Shanghai Stock Exchange;
（15） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（16） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shanghai Stock Exchange and the articles of association.
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. 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 14 the independent opinions issued by independent directors on the major matters in the preceding Article 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.
Article 15 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 particular attention to the non infringement of the legitimate rights and interests of minority shareholders.
Article 16 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.
Article 17 in order to ensure the effective exercise of functions and powers by independent directors, the company provides the following conditions for independent directors:
(I) ensure that independent directors enjoy the same right to know as other directors, timely provide relevant materials and information to independent directors, regularly report the operation of the company, and organize independent directors to conduct factual investigation when necessary. For any matter that needs to be decided by the board of directors, the independent directors must be notified in advance according to the legal time, and sufficient information must be provided 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. Information provided by the company to independent directors, the company and independent directors
