Nacity Property Service Group Co.Ltd(603506)
Working system of independent directors
April, 2002
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as “the company”), promote the standardized operation of the company, give full play to the role of independent directors in corporate governance, and promote the independent directors to perform their duties, this system is formulated in accordance with the provisions of 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.
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 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, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, the articles of association and this system, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders.
Chapter II Conditions of appointment of independent directors
Article 4 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 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) 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 5 the board of directors of the company shall include at least one-third of independent directors.
Among the remuneration, audit, nomination and other committees 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.
Article 6 if 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 this system, the company shall make up the number of independent directors in accordance with the regulations.
Article 7 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.
Article 8 the independent directors shall include at least one accounting professional.
The accounting professionals mentioned in the preceding paragraph refer to those with senior professional titles or the qualification of certified public accountants.
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 China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
Chapter III independence of independent directors
Article 10 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 other units or individuals with an interest in the company.
Article 11 the following persons shall not serve as independent directors:
(I) personnel working in the company or its affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major 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) shareholder units that directly or indirectly hold more than 5% of the issued shares of the company, or personnel working 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 and the stock exchange.
Chapter IV nomination, election 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.
Article 13 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 statement that there is no relationship between himself and the company that affects his independent objective judgment.
Article 14 before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall review the relevant qualifications of the nominees, disclose the detailed information of the candidates for independent directors, 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 15 the voting requirements for the election of independent directors are the same as those for the election of directors of the company. The term of office of independent directors is the same as that of other directors of the company. They can be re elected at the expiration of their term of office, but the term of re-election shall not exceed six years.
Article 16 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.
Article 17 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 company shall disclose it as a special disclosure.
Article 18 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 number of independent directors on the board of directors of the company fails to reach the number specified in the independent director rules and the articles of association due to the removal of independent directors, the company shall make up the number of independent directors as required; If the number of directors or independent directors of the company fails to reach the number specified in the independent director rules and the company’s articles of association due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills his vacancy
When the independent directors fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the proportion of independent directors of the company being lower than the minimum requirements specified in the rules of independent directors, the company shall supplement the number of independent directors as required.
Chapter V functions of independent directors
Article 19 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by the company law, other relevant laws and regulations and the articles of association, independent directors shall also be entrusted with 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 approved by independent directors in advance; 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) 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;
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 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.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 20 in addition to performing the above duties, independent directors shall also express independent opinions on the following matters to the board of directors or the general meeting of shareholders with the timely notice of the company:
(I) nomination, appointment and removal of directors;
(II) appointing or 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 company’s financial and accounting reports and internal control 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) formulate profit distribution policies, profit distribution plans and cash dividend plans;
(x) related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, investment in stocks and their derivatives and other major matters that need to be disclosed;
（11） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan and share repurchase plan;
（12） The company’s shareholders, actual controllers and their affiliated enterprises’ 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;
（13） The company intends to decide that its shares will no longer be traded on the Shanghai Stock Exchange;
（14） Matters considered by independent directors that may damage the rights and interests of minority shareholders;
（15） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of the stock exchange and the articles of association.
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 21 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) legality and compliance of major matters;
(IV) the impact on the rights and interests of the company and minority shareholders, possible risks and whether the measures taken by the company are effective;
(V) concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly state the reasons and obstacles to express their opinions.
The independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Chapter VI rights of independent directors and obligations of the company
Article 22 the company shall ensure that independent directors enjoy the same right to know as other directors. For any matter 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 23 the company shall provide the working conditions necessary 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 24 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, not refuse, hinder or conceal, and shall not interfere with the independent directors’ independent exercise of their functions and powers.
Article 25 the company shall bear the expenses for the independent directors to engage an intermediary agency and other expenses necessary for exercising their functions and powers.
Article 26 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.
In addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Article 27 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 responsibilities of independent directors
Article 28 If an independent director finds that the company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to the Shanghai Stock Exchange in time. If necessary, he shall hire an intermediary to conduct special investigation:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the public information;
(IV) other situations suspected of violating the law or damaging the legitimate rights and interests of minority shareholders.
Article 29 independent directors shall attend the board meeting on time, understand the production, operation and operation of the listed company, and take the initiative to investigate and obtain the information and materials needed for making 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 30 in addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange a reasonable time to conduct on-site inspection on the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors. If any abnormality is found in the on-site inspection, it shall be reported to the board of directors of the company and the stock exchange in time.
Article 31 in case of any of the following circumstances, the independent director shall report to the Shanghai Stock Exchange in time:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his functions and powers according to law;
(III) when the meeting materials of the board of directors are insufficient, the written request of more than half of the independent directors to postpone the meeting of the board of directors or postpone the consideration of relevant matters is not adopted;
(IV) the board of directors fails to take effective measures after reporting the suspected illegal acts of the company or its directors, supervisors and senior managers to the board of directors;
(V) severe obstruction
