Keeson Technology Corporation Limited(603610)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Keeson Technology Corporation Limited(603610) (hereinafter referred to as the “company”), promote the standardized operation of the company and give full play to the role of independent directors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the independent board rules of listed companies and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) The working system (hereinafter referred to as “the system”) is formulated in accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations and departmental rules, and in combination with the Keeson Technology Corporation Limited(603610) articles of Association (hereinafter referred to as “the articles of Association”).
Article 2 the independent directors referred to in this system 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 the independent directors of the company have the general obligations of directors required by the company law, the securities law, the standards for self care of listed companies and other laws, administrative regulations, departmental rules, normative documents, self-discipline rules and the articles of association, and have the obligations of integrity and diligence to the company and all shareholders, especially paying attention to the legitimate rights and interests of minority shareholders.
Article 4 independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, the system and the articles of association, and safeguard the overall interests of the company and the legitimate rights and interests of shareholders.
Article 5 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; In case of any situation that affects the identity independence, the independent director shall notify the company in time and eliminate it. If the conditions for independence cannot be met, he shall submit his resignation. In order to ensure the effective exercise of functions and powers by independent directors, 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 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.
The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the listed company.
Article 6 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 7 the members of the board of directors shall include at least one-third of independent directors, and the number shall not be less than two. Where the board of directors of the company sets up special committees for remuneration and assessment, audit and nomination, the independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. Article 8 the independent directors shall include at least one accounting professional.
A candidate nominated as an independent director as an accounting professional 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.
Article 9 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 production and operation status, management and internal control systems of the listed company, 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 Shanghai Stock Exchange in time.
Article 10 the proposed independent director shall, in principle, attend at least one job training organized by relevant institutions recognized by the securities regulatory authority before being employed as an independent director of the company for the first time.
After taking office, the independent directors of the company shall, in principle, participate in the follow-up training recognized by the securities regulatory authorities every two years. The training contents of independent directors include the information disclosure of listed companies, the basic principles of listed company governance, the legal framework for the standardized operation of listed companies, the rights, obligations and legal responsibilities of independent directors, the performance practice and case analysis of independent directors, the financial knowledge of independent directors and the development of capital market.
Chapter II qualifications of independent directors
Article 11 an independent director shall meet the following basic conditions:
(I) be qualified to serve as an independent 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.
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 12 candidates for independent directors shall meet the requirements of the following laws and regulations:
(I) provisions of the company law on the appointment of directors;
(II) provisions of the civil servant law of the people’s Republic of China on civil servants holding concurrent posts (if applicable);
(III) relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
(IV) the provisions of the notice on regulating central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) issued by the Discipline Inspection Commission of the CPC Central Committee and the Organization Department of the CPC Central Committee;
(V) 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;
(VI) the 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;
(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;
(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;
(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;
(x) other circumstances stipulated by laws and regulations and the exchange.
Article 13 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) shareholders who directly or indirectly hold more than 1% of the issued shares of the company or are natural persons among the top ten shareholders of the company and their immediate family members;
(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 work for the actual controller of the company and its affiliated enterprises and their immediate family members;
(V) personnel providing financial, legal, consulting and other services for the company and its controlling shareholders 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) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) personnel who have been in one of the situations listed in the preceding six items in the past 12 months;
(VIII) being prohibited from entering the securities market by the CSRC and still in the prohibition period;
(IX) during the period when the stock exchange (hereinafter referred to as “the exchange”) publicly determines that it is not suitable to serve as a director of a listed company;
(x) having been subject to administrative punishment by the CSRC in the last 36 months;
（11） In the past 36 months, it has been publicly condemned by the exchange or criticized in more than 2 circulars;
（12） During the period of serving as an independent director, he did not attend the board meeting for two consecutive times or did not attend the board meeting in person, accounting for more than one-third of the board meeting in that year;
（13） During the period of serving as an independent director, the independent opinions expressed are obviously inconsistent with the facts;
（14） Other circumstances recognized by the exchange;
（15） Other personnel specified in the articles of Association;
（16） Other personnel recognized by the CSRC.
If independent directors find that the matters under consideration affect their independence, they shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall timely notify the company and put forward solutions. If necessary, he shall resign.
Chapter III nomination, election, filing and replacement of independent directors
Article 14 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 15 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.
The company shall, at the latest, publish the relevant contents in accordance with the provisions of the preceding article when issuing the notice and announcement of the general meeting of shareholders on the election of independent directors, and submit the relevant materials of all nominees to Shanghai Stock Exchange.
Nominees who disagree with 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 16 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 17 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 him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 18 for independent directors who do not have the qualification or ability of independent directors, fail to perform their duties independently, or fail to safeguard the legitimate rights and interests of the company and shareholders, shareholders who individually or jointly hold more than 1% of the shares of the company may put forward a challenge or removal proposal to the board of directors of the company.
The challenged independent director shall explain the questioned matters in time.
The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals. 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 is less than one-third of the members of the board of directors due to the resignation of independent directors, or there are no accounting professionals among the independent directors, the resignation report of the independent director shall not take effect until the next independent director fills the vacancy caused by his resignation. Before the resignation report takes effect, the directors or supervisors who intend to resign shall continue to perform their duties in accordance with laws and regulations, relevant provisions of the exchange and the articles of association, Except those who resign or are dismissed according to law due to the loss of independence.
Article 19 If the number of independent directors of the company fails to meet the requirements of the articles of association and the system, the company shall make up the number of independent directors according to the regulations.
Article 20 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors shall also exercise 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 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;
(VII) other functions and powers conferred by laws, administrative regulations, departmental rules, normative documents, self-discipline rules and the articles of association.
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) 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 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.
Article 21 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 investigation 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 22 independent directors shall submit a work report to the annual general meeting of shareholders of the company, which shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) express independent opinions
