Dongguan Aohai Technology Co.Ltd(002993)
Working system of independent directors
April 2022
catalogue
Chapter I General Provisions 2 Chapter II basic provisions Chapter III Conditions of appointment of independent directors Chapter IV generation and replacement of independent directors Chapter V functions and responsibilities of independent directors Chapter VI working conditions of independent directors 10 Chapter VII Supplementary Provisions eleven
Dongguan Aohai Technology Co.Ltd(002993)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company and promote the standardized operation of the company, in accordance with the relevant provisions of Shenzhen Stock Exchange, such as the company law of the people's Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "guidelines for standardized operation of the main board"), and other relevant laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association and in combination with the actual situation of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the "company"). Chapter II basic provisions
Article 2 the independent directors of the company refer to the directors who do not hold other positions in the company except directors and have no relationship with the company and major shareholders that may hinder their independent and objective judgment. The board of directors of the company has three independent directors, including at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification).
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 relevant national laws, 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 an interest in the company.
Article 5 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 required for making decisions.
Article 6 in principle, independent directors can concurrently serve as independent directors in up to five companies (including the company), and ensure that they have enough time and energy to effectively perform their duties.
Article 7 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 relevant national laws and regulations, the company shall supplement the number of independent directors specified in the articles of association in accordance with the provisions.
Chapter III Conditions of appointment of independent directors
Article 8 serving as an independent director of the company shall meet the following basic conditions:
(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 this system;
(III) have basic knowledge of the company's operation and be familiar with relevant laws, 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 9 in order to ensure the independence of independent directors, the following personnel shall not serve as independent directors of the company: (I) personnel serving in the company or affiliated enterprises, their immediate relatives and main social relations;
(II) directly or indirectly holding more than 1% of the issued shares of the company or being a natural person among the top ten shareholders of the company and his 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 have had the situations listed in the preceding three items in the most recent year;
(V) persons who have served as independent directors in five (including five) companies;
(VI) personnel providing financial, legal and consulting services for the company or its subsidiaries;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel stipulated by laws, administrative regulations and departmental rules;
(IX) other personnel recognized by the CSRC.
"Immediate family members" in Item 1 of the preceding paragraph refer to spouses, parents, children, etc; "Major social relations" refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.
Chapter IV selection 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 a listed 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.
When the general meeting of shareholders deliberates the proposal for the election of independent directors, the candidates for independent directors shall attend the general meeting of shareholders in person and report to the general meeting of shareholders whether they have the following circumstances:
(I) circumstances under which a person is not allowed to serve as a director as stipulated in the company law;
(II) those who have been declared by the CSRC to be prohibited from entering the market and are still in the period of prohibition;
(III) being publicly recognized by the stock exchange as unfit for being a director of a listed company;
(IV) other cases of punishment and punishment by the CSRC and the stock exchange in the past three years.
Candidates for independent directors shall also state their independence and competence and accept inquiries from shareholders. Article 12 according to the provisions of the articles of association or the resolutions of the general meeting of shareholders, the cumulative voting system shall be adopted for the election of independent directors, and the general meeting of shareholders shall vote on the election of independent directors in accordance with the procedures specified in the articles of association.
Article 13 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 6 years.
Article 14 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 small and medium-sized investors, 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 directors shall explain the questioned matters in time and disclose them. The board of directors of the company shall timely convene a special meeting for discussion after receiving relevant queries or removal proposals, and disclose the discussion results.
If an independent director fails to attend the meeting of the board of directors in person for two consecutive times, he shall make a written explanation; 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. In case of early dismissal, the company shall inform all shareholders of it as a special disclosure. If the dismissed independent director believes that the company's reason for dismissal is improper, he may make a public statement. Article 15 an independent director may resign before the expiration of his term of office. If he 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.
Article 16 before the resignation report takes effect, and within a reasonable period after the resignation report takes effect or after the end of his term of office, the obligations of independent directors to the company and shareholders are not automatically relieved. After the independent director leaves office, his confidentiality obligation to the company's trade secret remains valid until the trade secret becomes public information. Article 17 an independent director shall attend the meeting of the board of directors in person. If he is really unable to attend the meeting in person, the independent director shall entrust other independent directors to attend the meeting on his behalf; If voting matters are involved, the trustor shall specify the opinions of consent, objection or waiver on each matter in the power of attorney.
In order to maintain the independence of independent directors, independent directors do not accept the entrustment of directors other than independent directors.
Article 18 If an independent director finds that the matters under consideration affect his independence, he 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.
Article 19 before the expiration of the term of office of an independent director, the listed company may remove him through legal procedures. In case of early dismissal, the listed company shall disclose it as a special disclosure.
Chapter V powers and duties of independent directors
Article 20 in order to give full play to the role of independent directors, in addition to the functions and powers of directors conferred by the company law and other relevant laws and regulations, independent directors shall 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 5% of the latest audited net asset value of the company) shall be approved by independent directors, Submit to the board of directors for discussion; Before making a judgment, independent directors may 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 a meeting of the board of directors;
(V) may publicly solicit voting rights from shareholders before the general meeting of shareholders is held, but may not solicit voting rights by means of compensation or compensation in disguised form;
(VI) solicit the opinions of minority shareholders, put forward profit distribution proposals, and directly submit them to the board of directors for deliberation; (VII) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
(VIII) hire an accounting firm to check the company's accumulated and current external guarantees.
Independent directors shall obtain the consent of more than half of all independent directors when exercising their functions and powers in items (I) to (VI) of paragraph 1 of this article; When exercising the functions and powers in Item (VII) (VIII) of paragraph 1 of this article, the consent of more than all independent directors shall be obtained.
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 21 in addition to performing the above duties, independent directors shall 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 of directors and senior managers of the company;
(IV) 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;
(V) major external guarantees;
(VI) the board of directors of the company has not made a profit distribution plan for cash;
(VII) debt repayment scheme for related parties of the company;
(VIII) major asset restructuring plan and equity incentive plan of the company;
(IX) 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;
(x) 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, changing the purpose of raised funds, the company's independent change of accounting policies, stock and Derivative Investment and other major matters;
（11） 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;
（12） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（13） Other matters stipulated by laws, administrative regulations, CSRC and the articles of association.
If the matters mentioned in the first paragraph of this article are matters that need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 22 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; If it is impossible to express opinions and their obstacles, the opinions expressed shall be clear and clear.
Article 23 If the above-mentioned matters need to be disclosed, the company shall disclose 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 24 when independent directors find that the company has the following circumstances, they shall actively perform the obligation of due diligence and, if necessary, employ an intermediary institution for 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 laws and regulations or damaging the rights and interests of minority shareholders.
Article 25 in addition to attending the meeting of the board of directors, the independent directors shall ensure that they have no less than 10 days each year to implement the construction and implementation of the company's production and operation status, management and internal control systems, and the resolutions of the board of directors
