catalogue
Chapter I General Provisions
Chapter II Conditions of appointment of independent directors
Chapter III nomination and replacement of independent directors
Chapter IV role of independent directors
Chapter V obligations of independent directors
Chapter VI working conditions of independent directors
Chapter VII supplementary provisions
Chapter I General Provisions
Article 1 in order to further standardize the governance structure of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as the “company”), standardize the operation of the company, better safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) This system is formulated in accordance with the rules for independent directors of listed companies (hereinafter referred to as the Guiding Opinions), the guidelines for the governance of listed companies and other relevant laws and regulations issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the Guangdong Ellington Electronics Technology Co.Ltd(603328) articles of Association (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 an independent director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment. 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 must be independent.
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.
Article 3 more than one-third of the directors of the company shall be independent directors, including at least one accounting professional.
Chapter II Conditions of appointment of independent directors
Article 4 serving as an independent director of the company shall meet the following basic conditions:
(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 in Chapter III of 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 by laws, regulations and the articles of association.
An independent director shall have the conditions for holding a post suitable for the exercise of his functions and powers.
Article 5 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 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 stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the CSRC.
Chapter III nomination, election and replacement of independent directors
Article 6 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 7 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 and objective judgment.
Article 8 the independent directors appointed by the company shall include at least one accounting professional.
The accounting professionals mentioned in the preceding paragraph refer to those with senior professional titles or certified public accountants.
Article 9 the company shall disclose the detailed information of independent director candidates (at least including the declaration of independent director candidates, declaration of independent director nominees, resume of independent directors and other documents) before the general meeting of shareholders, so as to ensure that shareholders have enough knowledge of candidates when voting.
When holding 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 10 the term of office of independent directors is the same as that of other directors of the company, which is three years. Independent directors may be re elected upon expiration of their term of office, 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. In case of early dismissal, the company shall disclose it as a special disclosure.
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 resignation of an independent director causes the proportion of independent directors in the board of directors of the company to be lower than the statutory minimum requirements or there are no accounting professionals among the independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. The original nominee of the independent director or the board of directors of the company shall nominate new independent director candidates within three months from the date of resignation of the independent director. Before the re elected independent director takes office, the independent director who intends to resign shall still perform his duties in accordance with laws, administrative regulations and the articles of association.
Article 13 in case that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the company shall supplement the number of independent directors in accordance with the provisions of the articles of association.
Article 14 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.
Chapter IV role of independent directors
Article 15 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: (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 latest audited net asset value) shall be approved by independent directors in advance; Before making a judgment, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his 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) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company; (VI) publicly solicit voting rights from shareholders before the general meeting of shareholders.
(VII) external guarantee (refers to the guarantee provided by the company to entities other than the company and its subsidiaries), which shall be submitted to the board of directors for discussion after obtaining the prior approval of independent directors;
(VIII) the consent of independent directors must be obtained before investing in non main businesses (non main businesses refer to businesses other than the production and sales of printed circuit boards);
(IX) other functions and powers of independent directors specified in laws, regulations and the articles of association.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in Item (I), (II), (III), (IV), (VI), (VII), (VIII) and (IX) above, and the consent of all independent directors when exercising the functions and powers in Item (V) above.
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.
Article 16 the company shall establish an independent Remuneration Committee under which the nominees shall be the majority of the members of the board of directors and the audit committee. Among them, at least one independent director of the audit committee shall be an accounting professional. The company may set up a strategy committee under the board of directors, which may include an independent director as a member.
Article 17 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 or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) the company’s shareholders, actual controllers and their related parties’ 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;
(V) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters that should be commented by independent directors as stipulated by laws, regulations, rules and the articles of Association;
Article 18 independent directors shall express one of the following opinions on the matters under Article 17: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
If the matters in paragraph 1 of Article 17 are matters that 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.
Chapter V obligations of independent directors
Article 19 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, regulations and the articles of association, safeguard the overall interests of the company, and pay particular attention to the protection of the legitimate rights and interests of minority shareholders.
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. 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.
Article 20 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.
Chapter VI working conditions of independent directors
Article 21 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary working conditions for independent directors to perform their duties. 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 five years.
Article 22 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. Article 23 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.
Article 24 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 25 the company shall give appropriate allowances to independent directors and reimburse the expenses incurred in attending the board of directors, the general meeting of shareholders and exercising their functions and powers in accordance with the provisions of the articles of association. The standard of allowance shall be formulated by the board of directors, reviewed and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
In addition to the above allowances and expenses, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Article 26 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VII supplementary provisions
Article 27 this system shall come into force from the date of adoption by the general meeting of shareholders. The general meeting of shareholders authorizes the board of directors to be responsible for interpretation.
Article 28 Where there are no provisions in this system, the provisions of relevant laws, regulations and the articles of association shall apply Guangdong Ellington Electronics Technology Co.Ltd(603328) April 2022
