Jiangsu Bide Science And Technology Co.Ltd(605298)
Regular reporting system of independent directors
Article 1 in order to further improve the company’s internal control system, provide the quality of the company’s information disclosure, give full play to the independence of independent directors, and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, this working system is hereby formulated in accordance with the relevant provisions of the rules for independent directors of listed companies and the articles of association, and in combination with the actual situation of the preparation and disclosure of the company’s annual report.
Article 2 during the preparation and disclosure of the company’s periodic reports, independent directors shall earnestly perform the duties and obligations of independent directors, be diligent and conscientious, be free from the influence of the company’s major shareholders, actual controllers, or other units or individuals with interests in the company, and carefully prepare their annual work report.
Article 3 independent directors shall carefully study the requirements of the CSRC, Shanghai Stock Exchange and other competent departments on the annual report and actively participate in the training organized by them.
Article 4 the company shall formulate a work plan for periodic reports and submit them to independent directors for review. Independent directors shall actively perform their duties through talks, on-the-spot visits, communication with accounting firms and other forms. During the regular reporting period, fully communicate and understand the company’s production and operation and standardized operation with the company’s management, and conduct on-site investigation as far as possible. Independent directors shall have written records when performing their duties of regular reports, and important documents shall be signed by the parties concerned.
Article 5 before the certified public accountant (hereinafter referred to as the “annual audit certified public accountant”) who provides the annual audit for the company enters the site for audit, the independent directors shall communicate with the audit committee to understand the annual audit work arrangement and other relevant materials. Among them, special attention should be paid to the company’s performance forecast and the correction of performance forecast. The financial principal of the company shall submit written documents and other relevant materials on the audit work arrangement of this year to each independent director.
Article 6 before the annual audit accounting firm enters the site, the independent directors shall communicate with the annual audit certified public accountants about the composition of the audit team, audit plan, risk judgment, testing and evaluation methods of risks and fraud, and the audit focus of this year; Independent directors shall listen to the report of the company’s financial director on the company’s financial status and operating results this year.
Article 7 independent directors shall meet with the annual audit certified public accountants to communicate the preliminary audit opinions after the annual audit certified public accountants issue the preliminary audit opinions and before the board of directors is convened to review the annual report; The independent directors shall review the procedures, necessary documents and the adequacy of information that can make reasonable and accurate judgments for the convening of the board of directors. In case of any inconsistency with the relevant provisions for convening the board of directors or insufficient judgment basis, the independent directors shall put forward opinions on supplementing, rectifying and delaying the convening of the board of directors. If they are not adopted, they may refuse to attend the board of directors and require the company to disclose the situation and reasons for their failure to attend the board of directors. The above opinions shall be recorded in writing and signed by the parties concerned.
Article 8 independent directors shall express independent opinions on major matters such as external guarantees of the company during the year in the annual report.
Article 9 independent directors shall pay close attention to the change of accounting firm during the annual review of the company. In case of change of employment, independent directors shall express their opinions and disclose them according to law.
Article 10 if independent directors have objections to the specific matters reported regularly, they can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company with the consent of more than half of all independent directors, and the relevant expenses shall be borne by the company.
Article 11 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary conditions for independent directors, and relevant personnel of the company shall actively cooperate with them, and shall not refuse, hinder or conceal, or interfere with the independent directors’ independent exercise of functions and powers.
The company appoints the Secretary of the board of directors to coordinate the communication between the independent directors and the management of the company, and actively create necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
Article 12 during the preparation of periodic reports, independent directors shall have the obligation of confidentiality. Before the publication of the periodic report, the contents of the periodic report shall not be disclosed to the outside world in any form.
Article 13 within 30 days before the disclosure of the annual report and 10 days before the disclosure of the annual performance express, independent directors shall not buy or sell the company’s shares.
Article 14 independent directors shall sign written confirmation opinions on periodic reports. If the independent directors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall state the reasons and express their opinions in the written confirmation opinions and disclose them.
Article 15 matters not covered in this working system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between this system and the laws, regulations and normative documents issued by the state in the future and the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the revised articles of association shall prevail.
Article 16 the working system shall be interpreted and revised by the board of directors of the company.
Article 17 the working system shall come into force after being reviewed and approved by the board of directors of the company.
Jiangsu Bide Science And Technology Co.Ltd(605298) board of directors April 2002
