Vanfund Urban Investment&Development Co.Ltd(000638)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure, promote the standardized operation of the company, safeguard the overall interests of the company and improve the scientific and democratic decision-making of the company, this system is hereby formulated in accordance with the relevant provisions of the company law, the rules for independent directors of listed companies and the articles of association.
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 company and its major shareholders that may hinder his 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 laws and regulations 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.
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.
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 members of the board of directors of the company shall include at least one-third of the independent directors, and the independent directors shall include at least one accounting professional.
Article 7 when the number of independent directors of the company fails to meet the requirements of this system 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 company shall make up the number of independent directors in accordance with the regulations.
Article 8 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 requirements of the CSRC.
Chapter II qualifications and conditions of independent directors
Article 9 serving as an independent director of the company meets 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 by laws, regulations and the articles of association.
Article 10 independent directors must be independent. The following persons shall not serve as independent directors of the company: (I) persons serving in the company or its affiliated enterprises and their immediate relatives and main social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law, 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 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 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 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to the CSRC, Shenzhen Securities Regulatory Bureau and Shenzhen Stock Exchange at the same time. 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 14 nominees who have objections to the CSRC may be candidates for directors of the company, but not candidates for independent directors. When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by the CSRC.
Article 15 The term of office of an independent director is the same as that of other directors of the listed company. Upon expiration of his term of office, he may be re elected, but the term of re-election shall not exceed six years.
Article 16 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 work report to the general meeting of shareholders of the company to explain their performance of duties. 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 addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office. Before the expiration of the term of office of an independent director, the listed company may remove him from his post through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure matter. If the dismissed independent director believes that the reason for the dismissal of the company is improper, he may make a public statement.
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 system 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. 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 these rules, the company shall supplement the number of independent directors as required.
Chapter IV functions and powers of independent directors
Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by relevant laws and regulations, independent directors also enjoy 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 0.5% of the company’s recently audited net asset value) shall be submitted to the board of directors for discussion after being approved by independent directors; 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) 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.
Article 19 when exercising the functions and powers in items (I) to (V) of Article 18, 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 Article 18 shall be subject to the consent of all independent directors. Items (I) and (II) shall be approved by more than half of the independent directors before being submitted to the board of directors for discussion.
If the proposals listed in Article 18 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 the board of directors of the company shall set up remuneration, audit, nomination and other committees. Independent directors shall account for more than half of the members of the Committee and act as the convener. At least one independent director of the audit committee is an accounting professional.
Article 21 in addition to performing the above functions and powers, independent directors 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 and equity incentive plans for directors and senior managers of the company;
(IV) change the purpose of the raised funds;
(V) the over raised funds are used for permanent replenishment of working capital and repayment of bank loans;
(VI) formulate plans for converting capital reserve into share capital, formulate profit distribution policies, profit distribution plans and cash dividend plans;
(VII) major related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, change of the purpose of raised funds, changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards, investment in stocks and their derivatives, use of over raised funds for permanent replenishment of working capital and repayment of bank loans and other major events;
(VIII) the financial and accounting reports of listed companies are issued with non-standard unqualified audit opinions by certified public accountants;
(IX) employment and dismissal of accounting firms;
(x) management buyout;
（11） Major asset restructuring plan;
（12） Repurchase shares by means of centralized bidding transaction;
（13） Internal control evaluation report;
（14） The commitment of the listed company to change the plan;
（15） Matters that independent directors believe may damage the rights and interests of minority shareholders;
（16） Relevant laws and regulations, normative documents and other matters required by securities regulatory authorities and stock exchanges for independent directors to express their opinions.
Article 22 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
Article 23 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.
Chapter V Rights of independent directors and obligations of the company
Article 24 the company guarantees 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 5 years.
Article 25 the company shall provide working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company actively provides assistance to the independent directors in performing their duties, such as introducing information, providing materials, etc. 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 26 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 27 the expenses incurred by independent directors in exercising their functions and powers shall be borne by the company. include:
(I) fees for employing intermediaries;
(II) travel, transportation and other expenses incurred during the meeting of the board of directors;
(III) other expenses incurred when exercising functions and powers approved as independent directors.
Article 28 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, deliberated and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
Article 29 in addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the company, major shareholders or interested institutions and personnel.
Chapter VI supplementary provisions
Article 30 matters not covered in this system shall be implemented in accordance with relevant national laws and regulations and the articles of association. Article 31 the system shall be formulated and interpreted by the board of directors of the company.
Article 32 the system shall be implemented after being deliberated and approved by the general meeting of shareholders of the company.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 2002
