Hc Semitek Corporation(300323)
Independent director system
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 (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China, (hereinafter referred to as the “Securities Law”), the governance standards of listed companies and the rules for independent directors of listed companies This system is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations and normative documents, as well as the Hc Semitek Corporation(300323) articles of Association (hereinafter referred to as the “articles of association”).
Chapter I General Provisions
Article 1 the independent director referred to in this system refers to the director who does not hold any position other than director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 2 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 and 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.
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.
Article 3 the company has three independent directors, who shall ensure that they have enough time and energy to effectively perform their duties.
Article 4 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 5 when the independent directors fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the failure of the company’s independent directors to reach the quorum, the company shall make up for the number of independent directors in accordance with the regulations.
Chapter II Conditions of appointment of independent directors
Article 6 an independent director 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 laws and regulations, normative documents and the articles of Association;
(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 by laws, regulations and the articles of association.
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.
The independent directors shall include at least one accounting professional. The independent director candidate nominated as an accounting professional 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 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 five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 7 the following persons shall not serve as independent directors:
(I) persons who work in the company or its affiliated enterprises, 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 of spouses, spouses of children, 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) 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 the controlling shareholder units of such business dealings;
(VII) persons who have been under the circumstances listed in the preceding six items in the last 12 months;
(VIII) circumstances in which the company law stipulates that he shall not serve as a director, supervisor or senior manager;
(IX) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
(x) those who are publicly determined by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
（11） Those who have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs due to securities and futures violations and crimes within the last 36 months;
（12） 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;
（13） Publicly denounced by the stock exchange or criticized in more than three circulars in the last 36 months;
（14） 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 position of director of a listed company;
（15） In the past, 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 for two consecutive times and did not entrust other directors to attend the meeting of the board of directors, and less than 12 months have passed;
（16） Other personnel recognized by China Securities Regulatory Commission or Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). If independent directors find that the matters under consideration affect their independence, they 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 put forward solutions. If necessary, he shall resign.
If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact.
Chapter III nomination, election and replacement of independent directors
Article 8 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 9 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.
The cumulative voting system shall be implemented for the election of independent directors.
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 10 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 11 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. 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, the independent director shall report to the Shenzhen Stock Exchange in time.
Article 12 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 statutory minimum 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 newly elected independent director takes office, the original independent director shall still perform the duties of independent director in accordance with laws, administrative regulations, departmental rules and the articles of association.
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 responsibilities of independent directors
Article 13 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 5% of the latest audited net asset value of the listed company) shall be approved by independent directors in advance; Independent directors can hire intermediaries to issue special reports before making judgments;
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. Independent engagement of external audit institutions and consulting institutions;
6. Publicly solicit voting rights from shareholders before the general meeting of shareholders;
Independent directors shall obtain the consent of more than 1 / 2 of all independent directors when exercising the functions and powers in items (I) to (IV) and (VI) of the preceding paragraph; The exercise of the functions and powers in Item (V) 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 1 / 2 of the independent directors agree.
Article 14 If the above proposals 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 15 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:
1. Nomination, appointment and removal of directors;
2. Appoint and dismiss senior managers;
3. Remuneration of directors and senior managers of the company;
4. Employ and dismiss accounting firms;
5. The shareholders, actual controllers and their affiliated enterprises of the listed company have loans or other capital 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, and whether the company has taken effective measures to recover the arrears;
6. Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards; 7. The financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
8. Internal control evaluation report;
9. The scheme for the relevant parties to change their commitments;
10. The impact of preferred stock issuance on various shareholders’ equity of the company;
11. Formulate a plan for converting capital reserve into share capital;
12. 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;
13. Disclosure of major external investment and financing matters (including changes in the accounting policies of the entrusted subsidiaries, the provision of financial guarantees, the use of derivative funds and other related matters that do not need to be disclosed);
14. Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
15. The company plans to decide that its shares will no longer be traded on the Shenzhen Stock Exchange;
16. Matters that independent directors believe may damage the rights and interests of minority shareholders;
17. Other matters stipulated by relevant laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association.
The types of independent opinions expressed by independent directors include consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles, and the opinions expressed shall be clear and clear.
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 explain the reasons.
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 16 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 17 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to the Shenzhen Stock Exchange in time. If necessary, he shall employ an intermediary institution for special verification:
(I) important matters are not submitted to the board of directors or the general meeting of shareholders for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the information disclosure;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 18 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.
Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties. In addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange a reasonable time to conduct on-site investigation 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.
In case of any conflict between shareholders or directors of the company, which has a significant impact on the operation and management of the company, the independent directors shall actively perform their duties and safeguard the overall interests of the company.
Article 19 under any of the following circumstances,
