Kede Numerical Control Co.Ltd(688305) independent director working system
April, 2002
Kede Numerical Control Co.Ltd(688305)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as the “company”), promote the standardized operation of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”) and the governance standards of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) This system is formulated by Shanghai Stock Exchange on the issuance of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange’s science and innovation board and the Kede Numerical Control Co.Ltd(688305) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the independent directors of the company refer to the directors who do not hold other positions in the company except directors and have no relationship with the company and major shareholders that may hinder their independent and objective judgment.
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 relevant national laws and regulations and the requirements of 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 3 the independent directors of the company shall perform their duties independently and shall not be affected by the main shareholders, actual controllers, or other units or individuals having an interest in the company.
Article 4 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials required for making decisions.
Article 5 in principle, the independent directors employed by the company shall serve as independent directors at most in the other four listed companies, and shall ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 6 the members of the board of directors of the company shall include at least one-third of independent directors. Including at least one accounting professional.
Article 7 a candidate nominated as an independent director as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the professional 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.
Article 8 when the independent directors of the company fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors of the company not meeting the requirements of relevant national laws and regulations, the company shall make up the number of independent directors in accordance with the regulations.
Article 9 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Chapter II Conditions of appointment of independent directors
Article 10 to be an independent director of the company, you must meet the following conditions:
(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 the independent director rules;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations, rules and rules; (IV) have more than five years of legal, economic or other work experience necessary for the performance of the duties of independent directors, and have obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies and relevant provisions of the CSRC;
(V) other conditions stipulated by laws, regulations and the articles of association.
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.
Article 11 the qualifications of candidates for independent directors shall meet the requirements of the following laws, administrative regulations and departmental rules:
(I) provisions of the company law on the qualification of directors;
(II) provisions of the civil servant law of the people’s Republic of China on civil servants holding concurrent posts;
(III) provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the notice of central management cadres on resigning from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement);
(IV) relevant provisions of the opinions on further regulating the part-time (post holding) of Party and government leading cadres in enterprises issued by the Organization Department of the Central Committee;
(V) opinions on strengthening the construction of anti-corruption in Colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision, and the provisions on the concurrent appointment of members of the leading group of colleges and universities;
(VI) other circumstances stipulated by laws, administrative regulations and departmental rules.
Article 12 in order to ensure the independence of independent directors, the following persons shall not serve as independent directors of the company
Candidates:
(I) persons who work in the company or its affiliated enterprises, their immediate family members and their main social relations;
(II) directly or indirectly holding more than 1% of the issued shares of the company or among the top ten shareholders of the company
Natural person shareholders and their immediate family members;
(III) in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in front of the company
Five employees of the shareholder unit and their immediate family members;
(IV) persons who hold posts in the controlling shareholders, actual controllers and their affiliated enterprises of the company and their immediate relatives
Genus;
(V) providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries
Personnel in charge of business, including but not limited to all personnel of the project team of the intermediary institution providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) having significant business relations with the company, its controlling shareholders, actual controllers or their respective subsidiaries
Holding a post in a business transaction unit, or holding a post in the controlling shareholder unit of the business transaction unit;
(VII) personnel who have been in one of the situations listed in the preceding six items in the past year;
(VIII) being prohibited from entering the securities market by the CSRC and still in the prohibition period;
(IX) being publicly recognized by the stock exchange as unsuitable for serving as directors, supervisors and senior managers of listed companies;
(x) being punished by the CSRC in the last three years;
（11） Being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
（12） Other circumstances recognized by CSRC and Shanghai Stock Exchange.
The above-mentioned “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.
Article 13 If an independent director of the company fails to meet the qualifications of an independent director as stipulated in this chapter after taking office, he shall resign from the position of an independent director within 30 days from the date of such circumstances.
If he fails to resign as required, the board of directors of the company shall start the decision-making process within 2 days and remove him from the post of independent director.
Chapter III nomination, election and replacement of independent directors
Article 14 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 15 the nominees of independent directors of the company shall obtain the consent of the nominees 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 to elect independent directors of the company is held, the board of directors of the company will announce the above contents in accordance with the regulations.
When the general meeting of shareholders deliberates the proposal for the election of independent directors, the candidates for independent directors shall attend the general meeting of shareholders in person and report to the general meeting of shareholders whether they have the following circumstances:
(I) circumstances under which a person is not allowed to serve as a director as stipulated in the company law;
(II) those who have been declared by the CSRC to be prohibited from entering the market and are still in the period of prohibition;
(III) being publicly recognized by the stock exchange as unfit for being a director of a listed company;
(IV) other cases of punishment and punishment by the CSRC and the stock exchange in the past three years.
Candidates for independent directors shall also state their independence and competence and accept inquiries from shareholders. Article 16 within two trading days from the date of determining the nomination, the nominees shall fill in the personal resume of independent director candidates online in the “special area of listed companies” on the website of Shanghai Stock Exchange, and submit relevant materials of independent director candidates to Shanghai Stock Exchange, including written documents such as declaration of independent director nominees, declaration of independent director candidates and resume of independent directors. The above-mentioned “confirmed nomination” refers to the resolution of the board of directors and the board of supervisors of the company to nominate independent directors, or the written document of independent directors nominated by shareholders with the right to nominate independent directors delivered to the company.
Article 17 If the board of directors has any objection to the relevant information of independent director candidates, it shall submit the written opinions of the board of directors to Shanghai Stock Exchange at the same time.
Article 18 if Shanghai Stock Exchange does not raise any objection to the qualification of independent director candidates within five trading days from the date of receiving the materials submitted by the company, the company may perform the decision-making procedures to elect independent directors.
Article 19 the company shall not submit the independent director candidates who raise 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 issued by the CSRC.
Article 20 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.
Article 21 after the independent director of the company is elected by the general meeting of shareholders, the company shall submit the statement and commitment of directors to the bourse within 30 days from the date of election, and fill in or update its basic information in the “special area of listed companies” of Shanghai Stock Exchange. If the qualification of an independent director is subject to the approval of the relevant state departments, he shall perform the obligations in the preceding paragraph from the date of approval.
Article 22 The term of office of the independent directors of the company 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 23 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and take the initiative to investigate and obtain the information and materials needed to make decisions.
Article 24 an independent director shall attend the meeting of the board of directors in person. If he is really unable to attend the meeting in person, the independent director shall entrust other independent directors to attend the meeting on his behalf; If voting matters are involved, the trustor shall specify the opinions of consent, objection or waiver on each matter in the power of attorney.
In order to maintain the independence of independent directors, independent directors do not accept the entrustment of directors other than independent directors.
Article 25 If an independent director finds that the matters under consideration affect his independence, he shall declare to the company and withdraw. 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 26 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 small and medium-sized investors, 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 inform all shareholders. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and inform all shareholders of the discussion results.
If the independent director of the company fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors of the company shall request the general meeting of shareholders to replace him.
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.
Article 27 the independent director of the company may resign before the expiration of his term of office. When resigning, the independent director shall submit a written resignation report to the board of directors of the company to explain any situation related to his resignation or deemed necessary to attract the attention of the 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 due to the resignation of independent directors of the company, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 28 before the resignation report takes effect, and within a reasonable period after the resignation report takes effect or after the end of his term of office, the obligations of independent directors to the company and shareholders are not automatically relieved. After the independent director leaves office, his confidentiality obligation to the company’s trade secret remains valid until the trade secret becomes public information.
Article 29 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 IV special functions and powers of independent directors
Article 30 in addition to the general functions and powers conferred on directors by the company law, other laws, administrative regulations, departmental rules and rules and the articles of association, independent directors shall focus on the company’s related party transactions, external guarantees, external donations, use of raised funds, mergers and acquisitions, major investment and financing activities, executive compensation and profit distribution, which are closely related to the interests of minority shareholders. The company grants the following special powers to the independent directors:
(I) the related party transactions proposed by the company to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion and deliberation after being approved by independent directors. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
(II) the right to propose the employment or dismissal of accounting firms and the right to approve the employment or dismissal of accounting firms in advance;
(III) the right to propose to convene an extraordinary general meeting of shareholders;
(IV) the right to propose to convene a meeting of the board of directors;
(V) publicly solicit voting rights from shareholders before the general meeting of shareholders;
