Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Working system of independent directors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company"), improve the structure of the board of directors and strengthen the restraint and supervision mechanism for internal directors and managers, in accordance with the rules for independent directors of listed companies, the governance standards of listed companies issued by China Securities Regulatory Commission, relevant national laws, regulations, departmental rules, other normative documents and the articles of association, This system is formulated to protect the interests of minority shareholders and creditors and promote the standardized operation of the company. Chapter II General Provisions
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 listed company and its major shareholders that may hinder his independent and objective judgment.
Article 3 the board of directors of the company shall have more than 1 / 3 independent directors, including at least one accounting professional.
Independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall faithfully perform their duties and safeguard the interests of the company, especially paying attention to the legitimate rights and interests of public shareholders. Independent directors shall perform their duties independently and shall not be affected by the company's major shareholders, actual controllers or units or individuals having interests with the company and its major shareholders and actual controllers.
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 notify the company in time and put forward solutions. If necessary, he shall resign.
Article 4 candidates for independent directors can concurrently serve as independent directors in up to five domestic and foreign listed companies (including the listed company to be served this time), and ensure that they have enough time and energy to effectively perform their duties as independent directors.
Article 5 when the number of independent directors of the company fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors not meeting the requirements of the guiding opinions, the company shall make up the number of independent directors according to the regulations.
Article 6 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Article 7 independent directors must be independent, and persons under the following circumstances shall not serve as independent directors of the company:
(I) personnel working in the company or its affiliated enterprises and 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 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 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 hold posts in the company's controlling shareholders, actual controllers and their affiliated enterprises and their immediate family members; (V) personnel providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) personnel who have been under one of the circumstances listed in the preceding six items in the last 12 months;
(VIII) the existence of candidates who have served as independent directors and other candidates within the last 12 months;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC.
The affiliated enterprises of the controlling shareholder and actual controller of the company in items (IV) to (VI) of this article do not include the affiliated enterprises that do not form an affiliated relationship with the company according to article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
Article 8 serving as an independent director of the company shall meet the following basic 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 this system;
(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 in the articles of association.
Article 9 candidates for independent directors shall not be nominated as directors of listed companies, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months;
(IV) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of a listed company;
(V) within 12 months after the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
Article 10 candidates for independent directors nominated as accounting professionals shall have rich professional knowledge and experience in accounting 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 or above, or a 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 selection and replacement of independent directors
Article 11 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 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 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 publish the above contents in accordance with the provisions.
Article 13 at the latest, when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials of independent director candidates, including the statement of independent director candidates, the statement of independent director nominees, the resume of independent directors and other documents to Shenzhen Stock Exchange, and disclose the relevant announcements.
The board of directors of the company shall, at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors, submit the detailed information such as the occupation, educational background, professional qualification, detailed work experience and all part-time jobs of the candidates for independent directors to the website of Shenzhen Stock Exchange for publicity. The publicity period is three trading days. During the publicity period, if any unit or individual has any objection to the employment conditions and independence of independent director candidates, they can give feedback to Shenzhen Stock Exchange on the employment conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of Shenzhen Stock Exchange.
Independent director candidates and nominees shall check all relevant information disclosed or publicized by the company. If there are errors or omissions in the contents disclosed or publicized, they shall inform the company to correct them in time. The board of directors, independent director candidates and independent director nominees of the company shall truthfully answer the inquiries of Shenzhen Stock Exchange within the specified time, and timely supplement relevant materials to Shenzhen Stock Exchange as required. In case of failure to answer inquiries or supplement relevant materials in time as required, Shenzhen Stock Exchange will decide whether to raise objections to the employment conditions and independence of independent director candidates according to the existing materials.
If the candidate for independent director does not meet the requirements for the qualification or independence of independent director, Shenzhen Stock Exchange may raise an objection to the qualification and independence of the candidate for independent director, and the company shall timely disclose the contents of the objection letter of Shenzhen Stock Exchange.
When the general meeting of shareholders is held to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange. The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Article 14 independent directors shall be elected separately from other directors. If more than two independent directors are elected, they shall be elected by the shareholders attending the general meeting of shareholders in the form of cumulative voting, which shall be implemented in accordance with the provisions of the articles of association.
Article 15 The term of office of an independent director is the same as that of other directors of the company. Upon expiration of his term of office, he can be re elected, but the term of re-election shall not exceed six years. The term of office of independent directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors.
Article 16 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 company may remove him through legal procedures. He shall not be removed from office without justified reasons. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director considers that the company's reason for dismissal is improper, he may make a public statement.
In case of any of the following circumstances, the independent director shall report to Shenzhen Stock Exchange in time:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company's situation that hinders the independent director from exercising his functions and powers according to law;
(III) when the meeting materials of the board of directors are insufficient, the proposal of two or more independent directors in writing to postpone the meeting of the board of directors or postpone the consideration of relevant matters is not adopted;
(IV) the board of directors fails to take effective measures after reporting the company's suspected violations to the board of directors; (V) other circumstances that seriously hinder independent directors from performing their duties.
Article 17 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.
If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the articles of association 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. Before the re elected independent director takes office, the original independent director shall still perform the duties of independent director in accordance with laws, regulations, rules, normative documents and the articles of association.
Chapter IV responsibilities of independent directors
Article 18 independent directors shall be diligent and provide sufficient time to perform their duties.
Independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and actively investigate and obtain the information and materials needed to make decisions. In addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange reasonable time to conduct on-site inspection on 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. If any abnormality is found in the on-site inspection, it shall be reported to the board of directors of the company and Shenzhen Stock Exchange in time.
The meeting of the board of directors shall be attended by independent directors in person. If an independent director is unable to attend for some reason, he may entrust other independent directors in writing to attend on his behalf. The power of attorney shall specify the agent's name, agency matters, authority and validity period, and shall be signed or sealed by the principal. The independent director who attends the board meeting on his behalf shall exercise the rights of the independent director within the scope of authorization. If an independent director fails to attend the meeting of the board of directors or entrust another independent director to attend the meeting, he shall be deemed to have waived his voting right at the meeting.
Article 19 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 and other relevant laws and regulations, independent directors also have 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) 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 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;
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 20 in the special working organizations such as the strategy, nomination, audit, remuneration and assessment committee established under the board of directors of the company, the independent directors of the audit committee, remuneration and assessment committee and nomination committee shall account for more than half and act as the convener. The convener of the audit committee shall be an accounting professional.
Article 21 in addition to performing the above duties, independent directors shall also 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 and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) employment and dismissal of accounting firms;
(V) other than the change of original accounting standards
