Leyard Optoelectronic Co.Ltd(300296)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as the “company”) 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 rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”) and the governance standards of listed companies This system is formulated in accordance with the guidelines for the performance of duties of independent directors of listed companies and the Leyard Optoelectronic Co.Ltd(300296) 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 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 the members of the board of directors of the company shall include at least one-third of independent directors. Including at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification). The board of directors of the company shall set up a strategy committee, a remuneration and assessment committee, an audit committee and a nomination committee. In addition to the strategy committee, independent directors shall account for more than half of the members of the above Committee and act as the convener. At least one independent director in the audit Committee shall be an accounting professional and act as the person in charge and convener.
Article 4 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.
Independent directors shall perform their duties independently and shall not be affected by the controlling shareholders, actual controllers or other units or individuals having an interest in the company.
Article 5 in addition to the company, the number of independent directors concurrently serving as independent directors in other listed companies shall not exceed 4. Independent directors shall report their employment and part-time work outside the company (including the situation of serving as independent directors of other listed companies); In case of any change in the above situation, it shall be reported to the company within one month after the change.
Article 6 terms of office of independent directors
(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 independent director rules;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than five years of working experience in law, finance, 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.
Article 7 independent directors must be independent, and 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 listed companies and their 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) other personnel stipulated by laws, administrative regulations and departmental rules;
(IX) other personnel specified in the articles of Association;
(x) other personnel without independence recognized by the CSRC and Shenzhen Stock Exchange.
The affiliated enterprises of the controlling shareholder and actual controller of the 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 Listing Rules of gem shares of Shenzhen Stock Exchange.
“Major business transactions” in paragraph 1 refers to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and other relevant provisions or the articles of association, or other major matters recognized by Shenzhen Stock Exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Article 8 if the number of independent directors of the company fails to reach the number specified in the articles of association due to the situation that the independent directors do not meet the conditions for independence or are not suitable for performing independent duties, the company shall make up the number of independent directors according to the regulations.
Article 9 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 III nomination, election and replacement of independent directors
Article 10 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 11 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 announce the above contents in accordance with the provisions.
Article 12 before the shareholders’ meeting for the election of independent directors is held, the board of directors shall submit the relevant materials of all nominees to 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 13 the voting method for the election of independent directors is the same as that for the election of other directors by the company.
Article 14 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 15 in any of the following circumstances, the independent board of directors shall be removed at the request of the general meeting of shareholders:
(I) fail to attend the meetings of the board of directors and the general meeting of shareholders in person for three consecutive times, or fail to attend the meetings of the board of directors and the general meeting of shareholders for more than three times in a year;
(II) failing to express independent opinions twice in a row within a year or the independent opinions expressed are proved to be obviously inconsistent with the facts;
(III) concealing or failing to report any situation affecting its independence.
Article 16 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 listed company shall disclose it as a special disclosure.
Article 17 an independent director may submit his resignation 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 rules for independent directors 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 the rules for independent directors, the company shall supplement the number of independent directors as required. Before the re elected independent director takes office, the independent director shall still perform his duties in accordance with laws, administrative regulations and the articles of association.
Chapter IV special 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 conferred on directors by the company law and other relevant laws and regulations, independent directors shall 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 absolute value of the company’s latest audited net assets) 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) solicit the opinions of minority shareholders, put forward proposals on profit distribution and conversion of capital reserve into share capital, and directly submit them to the board of directors for deliberation;
(V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses shall be borne by 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 above proposal is 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 19 independent directors shall express independent opinions on the following major matters of the company to the board of directors or the general meeting of shareholders:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) 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;
（11） Related party transactions that need to be disclosed, providing guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major matters;
（12） 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;
（13） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated by relevant laws and regulations, CSRC, Shenzhen Stock Exchange and the articles of association.
Article 20 independent directors shall express one of the following opinions on the matters mentioned in the preceding article:
(I) consent;
(II) reservations and their reasons;
(III) objections and their reasons;
(IV) inability to express opinions and its obstacles.
Article 21 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 22 independent directors shall attend the meeting of the board of directors on time, understand the production, operation and application of the company, and take the initiative to investigate and obtain the information and materials needed to make decisions.
Article 23 independent directors shall submit the annual work report of all independent directors to the annual general meeting of shareholders of the company to explain their performance of duties.
Chapter V working conditions of independent directors
Article 24 the company shall establish a working system for independent directors and provide necessary working conditions for independent directors to perform their duties. 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 25 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 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 employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 28 the company shall give appropriate allowances to independent directors. The standard of the 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, independent directors shall not obtain any additional and undisclosed interests, including equity incentives, from the company and its subsidiaries, major shareholders or interested institutions and personnel.
Article 29 the company will establish necessary independent director liability insurance system in due time to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VI obligations and assessment of independent directors
Article 30 independent directors shall ensure that they have enough time and energy to effectively perform their duties. In principle, the effective working time of independent directors for the company every year shall not be less than 15 working days,
