Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as the "company"), promote the standardized operation of the company, safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders from damage, 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 and the rules for independent directors of listed companies Relevant laws, regulations and normative documents such as Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "GEM Listing Rules"), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and relevant provisions of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) articles of Association (hereinafter referred to as "articles of association") and in combination with the actual situation of the company, Formulate the working system (hereinafter referred to as "the system").
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 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, administrative regulations, normative documents 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 company's major shareholders, actual controllers, or other units or individuals with an interest in the company.
Article 4 the independent directors appointed by the company shall have the independence described in Chapter III of this system. In principle, they can serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 the members of the board of directors of the company shall include at least one-third of the independent directors, including at least one accounting professional.
The accounting professionals mentioned in the preceding paragraph shall have rich professional knowledge and experience in accounting 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 five years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 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 failure of the company's independent directors to reach the quorum, the company shall make up for the number of independent directors in accordance with the regulations.
Article 7 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 II qualifications of independent directors
Article 8 an independent director of a company shall have the qualifications appropriate to 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) candidates for independent directors shall have no following bad records:
1. The company law stipulates that they are not allowed to serve as directors, supervisors and senior managers;
2. Being prohibited from entering the securities market by the CSRC from serving as directors, supervisors and senior managers of listed companies, and the term has not expired;
3. It is publicly recognized by the stock exchange that it is not suitable to serve as a director, supervisor and senior manager of a listed company, and the term has not expired;
4. Those who have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs due to securities and futures violations and crimes within the last 36 months;
5. Being investigated by China Securities Regulatory Commission or judicial organ due to being suspected of illegal and criminal acts of securities and futures, and there is no clear conclusion;
6. Those who have been publicly condemned or criticized by the stock exchange for more than three times in the last 36 months;
7. As the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to serve as a director of a listed company;
8. In the past, the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors, and less than 12 months have passed;
9. Other circumstances recognized by Shenzhen Stock Exchange.
(VI) other conditions stipulated by laws, regulations and the articles of association.
Chapter III independence of independent directors
Article 9 independent directors shall be independent, and the following persons shall not serve as independent directors of the company:
(I) personnel working in the company or its affiliated enterprises and their immediate family members and 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);
(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 the company and its 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 in one of the situations listed in the preceding six items in the last 12 months;
(VIII) other personnel specified in laws, administrative regulations, departmental rules and the articles of Association;
(IX) other personnel recognized by CSRC and Shenzhen Stock Exchange.
The affiliated enterprises of the controlling shareholders and actual controllers of the listed company in items 4, 5 and 6 of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the listed company as stipulated in the GEM Listing Rules. "Major business transactions" refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the GEM Listing Rules and other relevant provisions of Shenzhen Stock Exchange 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.
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 listed 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 provisions.
Article 12 when disclosing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials of all independent director candidates (including but not limited to the statement of nominees, candidate statement and resume of independent directors) to Shenzhen stock exchange for filing. If the board of directors of the company has any objection to the relevant information of independent director candidates, it shall submit the written opinions of the board of directors at the same time.
The qualifications of candidates for independent directors shall be examined and verified by Shenzhen Stock Exchange in accordance with regulations. For independent director candidates who raise objections from Shenzhen Stock Exchange, the company shall immediately revise the relevant proposals for the election of independent directors and disclose that they shall not be submitted to the general meeting of shareholders for election as independent directors, but can be elected as director candidates. When holding a general meeting of shareholders to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange.
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 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 listed company may remove him from his post through legal procedures. In case of early dismissal, the company shall disclose 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. 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 and directors in the board of directors of the company is less than the specified requirements due to the resignation of independent directors, or there are no accounting professionals in the independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy; Before the newly elected independent director takes office, the original independent director shall still perform the duties of independent director in accordance with laws, administrative regulations, departmental rules and the articles of association.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
Chapter V functions and powers of independent directors
Article 16 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, administrative regulations and the articles of association, the company shall also entrust independent directors with the following special functions and powers:
(I) related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors. Independent directors can hire intermediaries to issue special reports before making judgments;
(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, but it shall not be solicited by means of compensation or compensation in disguised form;
(VII) independently employ external audit institutions and consulting institutions.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers mentioned in paragraphs 1 to 6 above; The exercise of the functions and powers mentioned in Item 7 above shall be subject to the consent of all independent directors. Items 1 and 2 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.
Article 17 the board of directors of the company shall set up an audit committee, and set up a remuneration and assessment committee, a nomination committee and a strategy committee as needed. Among the audit committee, the nomination committee and the remuneration and assessment committee, the independent directors shall account for the majority and act as the convener, and the convener of the audit committee shall be an accounting professional. Chapter VI independent opinions and obligations of independent directors
Article 18 in addition to performing the above duties, independent directors shall also express independent opinions on the following 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;
(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;
(VII) 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;
(VIII) matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
(IX) other matters stipulated in relevant laws and regulations, relevant provisions of Shenzhen Stock Exchange and the articles of association.
The types of independent opinions expressed by independent directors include consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles, and the opinions expressed shall be clear and clear.
Article 19 the independent opinions issued by independent directors on major matters shall at least include the following contents: (I) basic information of major matters;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) major events
