Jiangsu Bide Science And Technology Co.Ltd(605298)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as “the company” or “the company”) and promote the standardized operation of the company, the company hereby establishes an independent external director (hereinafter referred to as “independent director”) system in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the governance standards of listed companies, the rules for independent directors of listed companies and other relevant laws and regulations This system is hereby formulated in accordance with the relevant provisions of normative documents and Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II General Provisions
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 should faithfully perform their duties, safeguard the overall interests of the company, and pay special 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 units or individuals having interests with the company and its major shareholders and actual controllers.
Article 4 in principle, the independent directors appointed by the company can concurrently serve as independent directors in up to five 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 have more than one-third of independent directors, including at least one accounting professional. The term “accounting professionals” as mentioned in this article refers to persons with senior accounting titles or certified public accountants.
Article 6 when the number of independent directors of the company does not meet the requirements of this system due to the fact that the independent directors do not meet the conditions for independence or other circumstances unsuitable for performing independent duties, the company shall make up the number of independent directors in accordance with the regulations.
Article 7 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 “CSRC”).
Chapter III Conditions of appointment of independent directors
Article 8 serving as an independent director of the company shall meet the following basic conditions:
（1） Be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; （2） Have the independence required by Article 9 of this system;
（3） Have the basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules; （4） At least five years of working experience in law, economics or other necessary to perform the duties of independent directors;
（5） Other conditions stipulated by laws and regulations and the articles of association.
Article 9 independent directors must be independent, and the following persons shall not serve as independent directors:
（1） 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.);
（2） Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders and their immediate family members among the top ten shareholders of the company;
（3） 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;
（4） Persons who have had the situations listed in the preceding three items in the most recent year;
（5） Personnel who provide financial, legal and consulting services for the company or its affiliated enterprises;
（6） Other personnel specified in laws, administrative regulations, departmental rules and the articles of Association;
（7） Other personnel recognized by the CSRC.
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 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.
Article 12 before the general meeting of shareholders 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 and submit relevant materials of all nominees to Shanghai Stock Exchange at the same time. 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 13 nominees who have objections to the CSRC or Shanghai Stock Exchange 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 and Shanghai Stock Exchange.
Article 14 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 15 if the independent board of directors fails to attend the 15th meeting in person, it shall be removed. 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 16 independent directors shall ensure that they have at least ten days each year to conduct on-site investigation on the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors.
Article 17 an independent director may submit his resignation 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.
When the resignation of an independent director causes the proportion of independent directors in the board of directors to be lower than the minimum requirements specified by law or the articles of association, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
When 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 these rules, the company shall make up the number of independent directors according to the regulations
Chapter V responsibilities of independent directors
Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors 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 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.
Article 19 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.
Article 20 if the above proposals are not adopted or the above responsibilities cannot be normally exercised, the company shall disclose the relevant information.
Article 21 the board of directors of the company sets up special committees for remuneration and assessment, audit and nomination. Independent directors account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener.
Chapter VI independent opinions of independent directors
Article 22 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) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters stipulated by national laws, administrative regulations, CSRC and the articles of association.
The opinions expressed by independent directors shall be listed in the resolution of the board of directors. 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 23 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 24 independent directors shall be diligent and provide sufficient time to perform their duties.
Article 25 the meeting of the board of directors shall be attended by independent directors in person. If an independent director is unable to attend for some reason, he may entrust other independent directors in writing to attend on his behalf.
The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed or sealed by the principal. The power of attorney shall specify the specific opinions of the client on the matters under consideration.
The independent director who attends the board meeting on his behalf shall exercise the rights of the independent director within the scope of authorization. Article 26 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 needed to make decisions.
Article 27 independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain the performance of their duties.
Article 28 If the relevant matters need to be disclosed, the company shall announce the opinions of the independent directors. If the independent directors have different opinions and can not reach a consensus, the board of directors shall disclose the opinions of each independent director separately.
Chapter VII working conditions of independent directors
Article 29 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.
Article 30 the company guarantees 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 specified time and provide sufficient materials and information at the same time. If the independent directors think the materials are 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 31 the company shall regularly report the operation of the company, and may organize independent directors to conduct factual investigation when necessary.
Article 32 the Secretary of the board of directors shall actively cooperate with the independent directors in performing their duties. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall announce them in time.
Article 33 when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 34 The expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers (such as travel expenses, communication expenses, etc.) shall be borne by the company.
Article 35 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..
The integrity and diligence obligations of independent directors should be taken as the consideration standard for the payment of independent directors’ remuneration. The specific reward and punishment measures or systems can be considered and approved by the company through the board of directors in the form of resolution.
In addition to the above allowances, independent directors shall not obtain additional undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Chapter VIII supplementary provisions
Article 36 for matters not covered in this system, the company shall implement them in accordance with relevant laws, regulations, normative documents and the articles of association.
Article 37 the terms “above” and “below” in this system include this number; “Over” and “over” do not include this number.
Article 38 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same shall apply to the modification.
Article 39 the board of directors of the company shall be responsible for the interpretation of this system.
