Fujian Cosunter Pharmaceutical Co.Ltd(300436) independent director system
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Fujian Cosunter Pharmaceutical Co.Ltd(300436) the company (hereinafter referred to as “the company” or “the company”), safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially the minority shareholders, from being damaged, in accordance with the company law of the people’s Republic of China and the rules for independent directors of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) This system is formulated in combination with the actual situation of the company in accordance with the latest provisions of relevant laws, regulations, normative documents and the articles of association of the company, such as the Listing Rules of GEM stocks, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, etc. of Shenzhen Stock Exchange. 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, 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 units or individuals having interests with the company and its major shareholders and actual controllers. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. If an independent director has any situation that obviously affects his independence during his term of office, he shall notify the company in time, put forward solutions, and resign if necessary. 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. The independent director shall attend the meeting of the board of directors in person. If he cannot attend the meeting in person, the independent director shall entrust other independent directors to attend 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.
Article 4 in principle, the independent directors appointed by the company can concurrently serve as independent directors in up to five listed companies (including the company), and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 the board of directors of the company shall have more than 1 / 3 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 them and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Chapter II Conditions of appointment of independent directors
Article 8 an independent director of the company shall have the qualifications suitable for 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) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) comply with the relevant provisions of the civil servant law of the people’s Republic of China (if applicable);
(VI) comply with the relevant provisions of the notice on regulating the 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 (if applicable) issued by the CPC Central Commission for Discipline Inspection; (VII) comply with the relevant provisions of the opinions on further standardizing the part-time (tenure) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee (if applicable);
(VIII) comply with the relevant 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 (if applicable);
(IX) other laws, administrative regulations, departmental rules, normative documents and other provisions on the qualifications, conditions and requirements of independent directors.
Chapter III independence of independent directors
Article 9 the following persons shall not serve as independent directors of the company:
(I) personnel working in the company and its holding subsidiaries and affiliated enterprises, their immediate family members and main social relations;
(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 and 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 affiliated enterprises, 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) in the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
(IX) other personnel without independence recognized by the CSRC and Shenzhen Stock Exchange.
The immediate relatives mentioned in the preceding paragraph refer to spouses, parents, children, etc; The main social relations mentioned in the preceding paragraph refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, etc.
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.
Article 12 candidates for independent directors shall make a statement on whether they meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange on the qualification and independence of independent directors.
The nominee of independent directors shall carefully verify the qualifications of independent director candidates and whether there are circumstances affecting their independence, and make a statement on the verification results.
Article 13 at the latest, when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials of independent director candidates (including but not limited to the statement of independent director nominees, statement of independent director candidates, resume of independent director candidates and qualification certificate of independent directors) to Shenzhen stock exchange through the gem business area of listed companies, The Shenzhen Stock Exchange shall record and review the qualifications and independence of the nominees as independent directors, and disclose relevant announcements. The company shall clearly disclose in the relevant announcement that “the proposal for the election of independent directors can be submitted to the general meeting of shareholders for deliberation only after the Shenzhen Stock Exchange has no objection to the filing of independent director candidates”. If the board of directors of the company has any objection to the relevant information of the nominated independent director candidate, it shall submit the written opinions of the board of directors at the same time.
Article 14 the board of directors of the company shall not submit the independent director candidate who raises an objection to the Shenzhen Stock Exchange as an independent director candidate to the general meeting of shareholders for voting, and shall timely disclose the contents of the objection letter of Shenzhen Stock Exchange.
If the Shenzhen Stock Exchange does not raise any objection to the candidates for independent directors, the company may hold a general meeting of shareholders as planned to elect independent directors.
Article 15 if Shenzhen stock exchange is concerned about the qualification or independence of independent director candidates, the company shall timely disclose the contents of the letter of concern of Shenzhen Stock Exchange, and the nominees of independent directors shall disclose the reply to the letter of concern of Shenzhen stock exchange no later than two trading days before the date of the general meeting of shareholders, stating the specific circumstances of the matters of concern of Shenzhen Stock Exchange and whether the candidate is still recommended, If the election is continued, explain the specific reasons for the election, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
When the company holds a general meeting of shareholders to elect independent directors, it shall explain whether the candidates for independent directors are concerned by Shenzhen Stock Exchange and their specific circumstances.
Article 16 when the shareholders’ meeting deliberates the proposal for the election of independent directors, the candidates for independent directors shall attend the shareholders’ meeting in person and report to the shareholders’ meeting 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) less than two years after being publicly recognized by the stock exchange as unfit to serve as 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 17 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.
If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within one year from the date of this fact.
Article 18 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 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 company may remove him 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 19 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 resignation of an independent director causes the proportion of independent directors in all members of the board of directors to be less than one-third, or the number of members of the board of directors to be less than the minimum number specified in the statutory or the articles of association, or there are no accounting professionals among the independent directors, the independent director who proposes to resign shall continue to perform his duties until the date of the emergence of the new independent director. Under the above circumstances, the company shall complete the by election of independent directors within two months from the date of resignation of independent directors.
Chapter V special functions and powers of independent directors
Article 20 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, other relevant laws, regulations, normative documents and the articles of association, the company also grants the following special functions and powers to independent directors:
(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 listed company) shall be submitted to the board of directors for discussion after being approved in advance by the 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) 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) independently employ external audit institutions and consulting institutions;
(VII) solicit the opinions of minority shareholders, put forward profit distribution proposals, and directly submit them to the board of directors for deliberation. Article 21 an independent director shall obtain the consent of more than half of all independent directors when exercising the functions and powers specified in items (I) to (V) of Article 20 of the system, and the consent of all independent directors when exercising the functions and powers specified in Item (VI) of Article 20 of the system.
Article 22 If the proposals made by independent directors in accordance with Articles 20 and 21 of the system are not adopted or their functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 23 in the remuneration and assessment committee, audit committee and nomination committee established under the board of directors of the company, independent directors shall account for the majority of the members of the Committee and act as the convener.
Chapter VI special code of conduct of independent directors
Article 24 independent directors shall express independent opinions on the following major matters of the company:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) 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;
(V) 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 and more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(VI) related party transactions and external guarantees to be disclosed (excluding those provided to subsidiaries within the scope of consolidated statements)
