Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Working system of independent directors
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II Conditions of appointment of independent directors Chapter III generation and replacement of independent directors Chapter IV functions and powers of independent directors 8 Chapter V working conditions of independent directors 13 Chapter VI Supplementary Provisions fourteen
Chapter I General Provisions
Article 1 in order to further regulate the behavior of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”, “the company” or “listed company”), give full play to the role of independent directors in corporate governance, promote independent directors to perform their duties and better protect the legitimate rights and interests of minority 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 This system is hereby formulated in accordance with the provisions of relevant national laws, regulations, rules and the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the articles of association), such as the rules for independent directors of listed companies, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation”), and in combination with the actual situation of the company.
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 its major shareholders that may hinder their 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 earnestly perform their duties in accordance with the requirements of relevant national laws, regulations and the articles of association, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders.
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 take the initiative to perform their duties and safeguard the overall interests of the company.
Article 4 independent directors shall perform their duties independently and shall not be influenced by the company’s major shareholders, actual controllers, or other units or individuals with an interest in the company. 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 5 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 the duties of independent directors.
Article 6 the number of independent directors in the board of directors of the company shall not be less than 1 / 3 of the number of the board of directors of the company; Among the independent directors of the company, at least one accounting professional is included.
For the audit committee, nomination committee, remuneration and assessment committee established under the board of directors of the company, independent directors shall account for more than half of the members of the Committee and serve as the convener. The convener of the audit committee shall be an accounting professional.
Candidates for independent directors nominated as accounting professionals 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 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Chapter II Conditions of appointment of independent directors
Article 7 candidates for independent directors of the company shall comply with the following laws and regulations and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on the conditions and requirements for the appointment of independent directors:
(I) provisions of the company law on the terms of office of directors;
(II) relevant provisions of the civil servant law of the people’s Republic of China (if applicable);
(III) relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
(IV) relevant provisions of the notice of the CPC Central Commission for Discipline Inspection on standardizing the appointment of middle management cadres as independent directors and independent supervisors of listed companies and fund management companies after resigning from public office or retirement (if applicable); (V) relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises (if applicable);
(VI) relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision (if applicable);
(VII) relevant provisions of the guidelines on the system of independent directors and external supervisors of joint-stock commercial banks issued by the people’s Bank of China (if applicable);
(VIII) relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC (if applicable);
(IX) relevant provisions of the China Banking and Insurance Regulatory Commission, such as the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions, the provisions for the administration of the qualifications of directors, supervisors and senior managers of insurance companies, and the measures for the administration of independent directors of insurance institutions (if applicable);
(x) other laws and regulations, standardized operation and other provisions on the conditions and requirements for the appointment of independent directors. Article 8 an independent director of the company shall have the conditions suitable for the exercise of his / her functions and powers. Serving as an independent director of the company shall 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 rules for independent directors of listed companies;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than 5 years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing 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.
Article 9 before being nominated, independent directors and persons who intend to serve as independent directors shall, in principle, obtain the qualification certificate of independent directors recognized by the CSRC. If it has not been obtained, it shall make a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange, and make an announcement.
During the term of office, independent directors shall participate in the follow-up training of independent directors recognized by Shenzhen Stock Exchange in accordance with relevant regulations. Article 10 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 hold posts 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 in one of the situations listed in the preceding six items in the last 12 months;
(VIII) in the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel identified by CSRC and Shenzhen Stock Exchange as having no independence.
The affiliated enterprises of the controlling shareholders and actual controllers of the listed company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company according to the stock listing rules of Shenzhen Stock Exchange.
In the first paragraph, “immediate relatives” refer to spouses, parents and children; “Major social relations” refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant provisions of Shenzhen Stock Exchange or the articles of association of Shenzhen Stock Exchange, or other major matters recognized by Shenzhen Stock Exchange; “Serving” refers to serving as a director, supervisor, senior manager and other staff.
Article 11 the candidates for independent directors of the company shall not be nominated as directors of the company as specified in article 3.2.3 of standardized operation, 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 Crimes in 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 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 identified by CSRC and Shenzhen Stock Exchange.
Chapter III generation and replacement of independent directors
Article 12 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; The election and voting of independent directors shall comply with the relevant provisions of the articles of association.
Article 13 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominees shall fully understand the nominees’ occupation, educational background, professional title, detailed work experience, all part-time jobs, etc., carefully verify the qualifications of independent director candidates and whether there are circumstances affecting their independence, make a statement on the verification results, and express their opinions on their qualifications and independence as independent directors. In addition, they shall also focus on whether the nominees have the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than 1 / 2 of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director;
(II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) serving as a director, supervisor or senior manager in more than five companies at the same time;
(IV) being removed from office by a listed company before the expiration of the term of office of an independent director in the past;
(V) being punished by other relevant departments other than the CSRC within the last 36 months;
(VI) other circumstances that may affect the integrity, diligence and independent performance of duties of independent directors.
In case of any of the above circumstances, the nominee of the independent director candidate shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company and the countermeasures. Article 14 candidates for independent directors shall make a statement on whether they meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange on the qualification and independence of independent directors.
Article 15 the company shall submit the statement of independent director nominees, the statement of independent director candidates and the resume of independent director candidates to the Shenzhen Stock Exchange at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors, and disclose the relevant announcements. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
Article 16 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 the exchange for publicity. The publicity period is three trading days. During the publicity period, if any unit or individual has any objection to the service conditions and independence of independent director candidates, they can give feedback to the exchange on the service conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of the exchange.
Independent director candidates and nominees shall check all relevant information disclosed or publicized by the listed company. If there are errors or omissions in the contents disclosed or publicized, they shall inform the listed company to correct them in time.
Article 17 the board of directors, independent director candidates and independent director nominees of the company shall truthfully answer the inquiries of the Shenzhen Stock Exchange within the specified time, and timely supplement relevant materials to the 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.
Article 18 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 the exchange.
When holding the general meeting of shareholders to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by the Shenzhen Stock Exchange. The listed company shall not submit the independent director candidates who raise objections 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 19 If the Shenzhen stock exchange is concerned about other situations of the candidate of independent directors, the listed company shall disclose the contents of the letter of concern of the Shenzhen Stock Exchange in time, and the nominee of independent directors shall disclose the reply to the letter of concern of the Shenzhen stock exchange no later than two trading days before the date of the general meeting of shareholders, stating the specific situations of the matters concerned by the Shenzhen Stock Exchange, whether the candidate is still recommended and whether to continue to be recommended
