Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Working system of independent directors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company, promote the standardized operation of the company and ensure the independent directors of the company to exercise their functions and powers independently according to law, this system is formulated 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, the rules for independent directors of listed companies and Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association).
Chapter II General Provisions
Article 2 an independent director of the company 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 integrity and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with relevant national laws and regulations and the requirements of 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 affected by the company’s major shareholders, actual controllers or other units or individuals with interests in the company.
If an independent director finds that the matters discussed affect his independence, he shall declare to the company and withdraw. If there are circumstances that obviously affect his independence during his term of office, he shall notify the company in time and resign if necessary.
Article 5 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 6 the independent directors of the company shall include at least one accounting professional. Independent directors account for at least one third of the members of the board of directors of the company.
Article 7 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”).
Chapter III Conditions of appointment and independence of independent directors
Article 8 an independent director shall have the qualifications suitable for the exercise of his functions and powers:
(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 by Article 9 of the system;
(III) have basic knowledge of the company’s operation 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 9 independent directors must be independent. In order to ensure their independence, 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 IV 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 publish the above contents in accordance with the regulations and submit the relevant materials of all nominees to the stock exchange. 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 12 the company shall disclose the details of the candidates for independent directors before the shareholders’ meeting, so as to ensure that the shareholders have enough knowledge of the candidates when voting.
Article 13 The term of office of an independent director is the same as that of other directors of the 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 14 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 his / her position through legal procedures. If he / she is removed in advance, the company shall disclose it as a special disclosure.
Article 15 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.
Article 16 if the resignation of an independent director causes the number of independent directors or members of the board of directors to be lower than the minimum number prescribed by law or the articles of association, the independent director shall still perform his duties in accordance with laws, administrative regulations, the articles of association and the system before the re elected independent director takes office. The board of directors shall convene a general meeting of shareholders within two months to elect independent directors. If the general meeting of shareholders is not held within the time limit, the independent directors may no longer perform their duties. Article 17 If the independent directors fail to meet the conditions for the independence of independent directors or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors of the company failing to meet the requirements of relevant national laws and regulations, the company shall make up the number of independent directors in accordance with the regulations.
Article 18 when an independent director resigns or is removed or his term of office expires, his obligations to the company and shareholders shall not be automatically relieved within a reasonable period after his resignation report and removal resolution have not taken effect, and within a reasonable period after the end of his term of office. His obligations to keep confidential the company’s trade secrets shall remain valid after the end of his term of office until the secrets become public information.
Article 19 an independent director whose term of office has not ended shall be liable for compensation for the losses caused to the company due to his unauthorized resignation.
Chapter V functions and powers of independent directors
Article 20 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 also gives 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, Submit to the board of directors for discussion; Before making a judgment, independent directors can hire an intermediary to issue an independent financial consultant report as the basis for their 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 profit distribution proposals 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, but it shall not be solicited by means of compensation or compensation in disguised form;
(VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) above, and all independent directors when exercising the functions and powers in Item (VII) above. Independent directors employ external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the expenses incurred shall be borne by the company.
Article 21 major related party transactions, employment or dismissal of accounting firms shall be submitted to the board of directors for discussion after more than half of the independent directors agree.
Article 22 in the remuneration and assessment committee, audit committee and nomination 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 act as the convener. Chapter VI independent opinions of independent directors
Article 23 in addition to performing the above duties, independent directors shall also express independent opinions on the following matters: (I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(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 (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, matters related to the use of raised funds, stock and Derivative Investment 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, or apply for trading or transfer in other trading places instead;
（14） 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;
（15） Matters that independent directors believe may damage the rights and interests of minority shareholders;
（16） In the annual report, the company’s accumulated and current external guarantees;
（17） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
Article 24 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.
The opinions expressed by independent directors shall be clear and clear. Article 23 If the relevant matters need to be disclosed, the listed 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 VII responsibilities and working conditions of independent directors
Article 25 independent directors shall perform the obligations of good faith and diligence:
(I) in principle, they should attend the meeting of the board of directors in person, act diligently with reasonable prudence, and express clear opinions on the matters discussed; If it is unable to attend the meeting in person for some reason, it shall carefully select the trustee and clarify the specific opinions of the trustor on the matters under consideration;
(II) carefully read the company’s business and financial reports and major reports related to the company by the public media, timely understand and continuously pay attention to the company’s business operation and management status, major events that have occurred or may occur and their impact, timely report the problems existing in the company’s business activities to the board of directors, and shall not shirk responsibility on the grounds of not directly engaging in operation and management or not knowing the relevant problems and situations;
(III) other duties of good faith and diligence recognized by the society.
Article 26 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.
Article 27 the company shall ensure that the independent directors enjoy the same right to know as other directors. For any matter that needs 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 request 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 28 the company shall 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 for independent directors to perform their duties, such as introducing information and providing materials, regularly report the operation of the company, and organize independent directors to conduct on-site investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the listed company shall assist in handling the announcement in a timely manner.
Article 29 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 30 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 31 the company shall give appropriate allowances to independent directors. The allowance standard 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 additional and undisclosed interests from the company, major shareholders or interested institutions and personnel.
Article 32 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.
