Songcheng Performance Development Co.Ltd(300144)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Songcheng Performance Development Co.Ltd(300144) (hereinafter referred to as “the company” or “the company”), promote the standardized operation of the company and give full play to the role of independent directors, 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 (hereinafter referred to as “the securities law”) and the rules for independent directors of listed companies The working system is formulated in accordance with the relevant provisions of laws, regulations, departmental rules and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, as well as the Songcheng Performance Development Co.Ltd(300144) articles of association and its amendments (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 its major shareholders that may hinder his independent and objective judgment.
Article 3 the company shall establish an independent director system.
The independent director system shall comply with the provisions of laws, administrative regulations and these rules, be conducive to the sustainable and standardized development of listed companies, and shall not damage the interests of listed companies.
Article 4 one third of the members of the board of directors are independent directors.
In the audit, nomination, remuneration and assessment committee under the board of directors of the company, independent directors shall account for the majority of the members of the audit committee, nomination committee and remuneration and assessment committee and act as the convener. At least one independent director of the audit committee shall be an accounting professional, and the convener of the audit committee shall be an accounting professional.
Article 5 independent directors shall have the obligation of good faith and diligence to the company and all shareholders, and shall earnestly perform their duties in accordance with the requirements of relevant laws and regulations, the articles of association and this system, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders.
Chapter II independence requirements of independent directors
Article 6 independent directors must be independent.
Independent directors shall perform their duties independently and impartially, and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company.
In principle, 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 7 the following persons shall not serve as independent directors:
(I) personnel who work 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 in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(II) shareholders who directly or indirectly hold more than 1% of the issued shares of the company or are natural persons among the top ten shareholders of the company and their immediate family members;
(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 have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for the company or its affiliated enterprises;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Chapter III Conditions of appointment of independent directors
Article 8 an independent director shall meet the conditions for his / her appointment.
Article 7 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, administrative regulations and other relevant provisions;
(II) have the independence required by the rules for independent directors of listed companies issued by the CSRC;
(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 laws and regulations and the articles of association.
Article 10 the independent directors shall include at least one accounting professional.
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 provisions.
Chapter IV nomination, election and replacement of independent directors
Article 11 the nomination, election and replacement of independent directors shall be carried out in accordance with the law and standards.
Article 12 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 have the right to propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 13 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 shall 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 and 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 14 before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the relevant contents in accordance with Article 13 of these rules, and submit the relevant materials of all nominees to the stock exchange. 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 15 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 16 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 17 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 18 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.
Article 19 If the proportion of independent directors in the board of directors of the company is less than one-third of the board of directors due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Article 20 if the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, resulting in the proportion of independent directors of the company being less than one-third of the number of the board of directors, the company shall supplement the number of independent directors as required.
Chapter V functions and powers of independent directors
Article 21 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.
Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 22 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, the company shall also give independent directors the following 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;
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.
If the proposals listed in paragraph 1 of this article are not adopted or the above functions and powers cannot be normally exercised, the listed company shall disclose the relevant information.
Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 23 independent directors shall express independent opinions on the following major issues to the board of directors or the general meeting of shareholders:
(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 laws, administrative regulations, CSRC and the articles of association.
Independent directors shall express one of the following opinions on the matters mentioned in the preceding paragraph:
(I) consent;
(II) reservations and their reasons;
(III) objections and their reasons;
(IV) inability to express opinions and its obstacles.
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 independent directors. When the independent directors have different opinions and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Chapter VI guarantee for the performance of independent directors
Article 24 in order to ensure the effective exercise of functions and powers by independent directors, a listed company shall provide necessary working conditions for independent directors to perform their duties. The Secretary of the board of directors of a listed 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 listed company shall assist in handling the announcement in a timely manner.
Article 25 the independent directors of the company shall have the same right to know as other independent directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is 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 materials provided by the listed company to the independent directors shall be kept by the listed company and the independent directors for at least five years.
Article 26 when independent directors exercise their functions and powers, relevant personnel of the listed company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 27 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 28 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.
In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Article 29 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VII supplementary provisions
Article 30 the terms “above” and “at least” in this system include this number; “Higher than”, excluding this number.
Article 31 matters not covered in these rules of procedure shall be implemented in accordance with national laws, regulations, departmental rules, normative documents and the articles of association.
Article 32 the system shall come into force after being adopted by the resolution of the general meeting of shareholders of the company. Article 33 the system shall be interpreted by the board of directors of the company.
Songcheng Performance Development Co.Ltd(300144) April 23, 2002
