360 Security Technology Inc(601360)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of 360 Security Technology Inc(601360) (hereinafter referred to as "the company" or "the company"), improve the membership structure of the board of directors, strengthen the restraint and supervision mechanism for internal directors and managers, protect the rights and interests of minority shareholders and stakeholders, and promote the standardized operation of the company, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") This system is formulated in accordance with the standards for the governance of listed companies, the rules for the independent directors of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies on the Shanghai Stock Exchange No. 1 - standardized operation and other laws, regulations and normative documents, as well as the provisions of the 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the articles of association).
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 major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations and the articles of association, 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 other units or individuals with an interest in the company.
Article 4 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 5 the independent directors of the company shall be elected or replaced by the general meeting of shareholders and shall be responsible to all shareholders. The number of independent directors of the company shall account for more than one-third of the members of the board of directors of the company, including at least one accounting professional. If they are nominated as independent director candidates as accounting professionals, they shall have rich accounting professional knowledge and experience and meet at least one of the following conditions: (1) have the qualification of certified public accountant; (2) Having a senior professional title, associate professor title or doctor's degree in accounting, auditing or financial management; (3) With senior professional title in economic management, and more than five years of full-time working experience in professional posts such as accounting, audit or financial management..
Independent directors shall account for more than half of the members of the audit, nomination and Remuneration Committee under the board of directors of the company.
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 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 Conditions of appointment and independence of independent directors
Article 8 an independent director shall have the qualifications suitable for the exercise of his functions and powers, and the appointment of an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, regulations and other relevant provisions; (II) have the independence specified in Article 10 of 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 in the articles of association.
Article 9 the qualifications of candidates for independent directors shall meet the requirements of the following laws, administrative regulations and departmental rules:
(I) provisions of the company law on the qualification of directors;
(II) provisions of the civil servant law of the people's Republic of China on civil servants holding concurrent posts;
(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, administrative regulations and departmental rules.
Article 10 independent directors must be independent, and the following persons shall not serve as independent directors of the company: (I) persons serving in the company or affiliated enterprises and their immediate relatives and main social relations (immediate relatives refer to spouses, parents, children, etc.; main 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, brothers and sisters, etc.);
(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 10 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) employees in the actual controller of the company and its subsidiaries;
(V) personnel providing financial, legal and consulting services for the company and its controlling shareholders or their respective subsidiaries, including 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 with significant business dealings with the company, 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) persons who have had the situations listed in the preceding six items in the past 12 months;
(VIII) other personnel specified in the articles of Association;
(IX) other personnel recognized by the CSRC;
(x) other circumstances that are determined by Shanghai Stock Exchange as not having independence.
Article 11 candidates for independent directors shall have no following bad records:
(I) having been administratively punished by the CSRC in the past three years;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the past three years;
(IV) during the period when he served as an independent director, he did not attend the meeting of the board of directors for two consecutive times or did not attend the meeting of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year;
(V) during his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Article 12 those who have served as independent directors in five domestic and foreign listed companies shall not be nominated as independent director candidates of the company.
Article 13 an independent director who has been serving as an independent director of the company continuously for six years shall not serve as an independent director of the company continuously.
Chapter III nomination, election 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 provisions.
Article 16 when disclosing the notice of convening the shareholders' meeting on the election of independent directors, the listed company shall submit the relevant materials of all independent director candidates (including but not limited to the statement of nominees, statement of candidates and resume of independent directors) to Shanghai Stock Exchange.
Article 17 after the independent director of the company is elected by the general meeting of shareholders, the company shall submit the director's statement and commitment to the Shanghai Stock Exchange within 30 days from the date of election, and fill in or update its basic information in the "special area for listed companies" of the Shanghai Stock Exchange.
If the qualification of an independent director is subject to the approval of the relevant state departments, he shall perform the obligations in the preceding paragraph from the date of approval.
Article 18 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 19 If an independent director of the company fails to meet the qualifications of an independent director as stipulated in Chapter II after taking office, he shall resign from the position of an independent director within 30 days from the date of such circumstances. If he fails to resign as required, the board of directors of the company shall start decision-making procedures to remove the independent director within 2 days.
Independent directors shall not entrust non independent directors to attend the meeting on their behalf. 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.
Article 20 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 21 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 the specified number due to the resignation of independent directors, the independent directors who propose to resign shall continue to perform their duties until the date of the emergence of new independent directors. The original nominee of the independent director or the board of directors of the company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Chapter IV rights and obligations of independent directors
Article 22 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors shall also have the following special functions and powers:
(I) major connected transactions shall be submitted to the board of directors for discussion after being approved by independent directors; 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 a meeting of the board of directors;
(V) independently employ external audit institutions and consulting institutions;
(VI) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the above functions and powers.
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 23 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) 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 company's financial and accounting reports and internal control 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) formulate profit distribution policies, profit distribution plans and cash dividend plans;
（11） Related party transactions to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, 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 persons of listed companies;
（13） The company intends to decide that its shares will no longer be traded on the stock exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters required by laws, regulations and relevant provisions of the stock exchange.
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.
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 an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 24 independent directors shall undertake the obligations of directors as stipulated in laws and regulations and the articles of association. Independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, take the initiative to investigate and obtain the information and materials required for making decisions.
Article 25 each independent director shall make a work report at the company's annual general meeting, which shall explain the specific performance of duties of the independent director in that year, and focus on the company's internal control, standardized operation, protection of the rights and interests of small and medium-sized investors and other corporate governance matters.
Article 26 when independent directors find that the company or its directors, supervisors and senior managers are suspected of violations of laws and regulations, they shall require the relevant parties to correct or stop them immediately and report to the board of directors, stock exchanges and other relevant regulatory authorities in a timely manner.
Chapter V work of independent directors during the annual report period
Article 27 the company shall formulate the annual report work plan and submit it to the independent directors for review. Independent directors shall actively perform the duties of independent directors through talks, field visits, communication with accounting firms and other forms in accordance with the work plan
