Working system of independent directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Wondershare Technology Group Co.Ltd(300624) (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 from damage, according to the securities law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other laws and administrative regulations Normative documents and relevant provisions of Wondershare Technology Group Co.Ltd(300624) articles of Association (hereinafter referred to as the “articles of association”), and with reference to the rules for independent directors of listed companies of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
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, administrative 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 other units or individuals having an interest in the company.
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 shall ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 the company shall set up two independent directors as required, including at least one accounting professional. Article 6 the company shall complete the election of two independent directors within three months from the date of adoption of this system. If the number of independent directors of the company fails to reach the quorum due to the fact that the independent directors do not meet the conditions for independence or are not suitable for performing the duties of independent directors, the company shall make up the number of independent directors within three months from the date of the occurrence of the above circumstances.
Article 7 independent directors and persons who intend to serve as independent directors may participate in the training organized by them in accordance with the requirements of relevant competent authorities.
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 the company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence mentioned in Article 9 of these rules;
(III) have the basic knowledge of the company’s operation, and be familiar with relevant laws, administrative regulations, departmental 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.
Chapter III independence of independent directors
Article 9 an independent director shall not be an independent director and must have the following independence:
(I) personnel who work in the company or its affiliated enterprises and 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 company’s shares 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 company’s shares or in the top five shareholder units of the company and their immediate family members;
(IV) persons who hold posts in the controlling shareholder, actual controller and affiliated enterprises of the company and their immediate family members;
(V) personnel providing financial, legal, consulting and other services for the company and its controlling shareholders 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) work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work in controlling shareholder units with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the past year;
(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) being banned from the securities market by the CSRC and still in the prohibition period;
(x) the term has not expired if the stock exchange publicly determines that it is not suitable to serve as a director, supervisor and senior manager of a listed company;
（11） Those who have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs due to securities and futures violations and crimes within the last 36 months;
（12） Being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
（13） Being publicly condemned or criticized by the stock exchange for more than three times in the past three years;
（14） As the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the position of director of a listed company;
（15） In the past, the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors for two consecutive times and did not entrust other directors to attend the meeting of the board of directors, and less than 12 months have passed;
（16） Other circumstances recognized by Shenzhen Stock Exchange.
The immediate relatives mentioned in Item (I) of the preceding paragraph refer to spouses, parents, children, etc; The main social relations mentioned in Item (I) of the preceding paragraph 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.
The major business transactions mentioned in the preceding paragraph refer to the matters that need to be submitted to the general meeting of shareholders for deliberation according to the stock listing rules of Shenzhen Stock Exchange, the gem stock listing rules and other relevant provisions or the articles of association of the company, or other major matters recognized by Shenzhen Stock Exchange.
The term “holding a post” as mentioned in the preceding paragraph refers to serving as a director, supervisor, senior manager and other staff. 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 and objective judgment.
When nominating candidates for independent directors, in addition to complying with the provisions of Article 9 of the system, the nominees of independent directors shall also focus on whether the candidates for independent directors have the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than half of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director; (II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) serving as a director, supervisor or senior manager in more than five companies at the same time;
(IV) being removed from office by a listed company before the expiration of the term of office of an independent director in the past;
(V) being punished by other relevant departments other than the CSRC within the last 36 months;
(VI) other circumstances that affect the integrity, diligence and independent performance of duties of independent directors.
If the candidate has the above circumstances, the nominee shall disclose the reasons for nomination.
Article 12 before the general meeting of shareholders for the election of independent directors is held, if the board of directors of the company has objections to the relevant information of the nominees, it shall explain the written opinions of the board of directors to the general meeting of shareholders.
Article 13 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of their term of office, they can be re elected. If he has served as an independent director of the company for six consecutive years, he shall not be nominated as an independent director candidate of the company within one year from the date of this fact.
Article 14 If the board of directors fails to attend the meeting in person, it shall be deemed as the third consecutive meeting of the board of directors. In addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office. In case of early dismissal, the company shall disclose the dismissal of the independent director to the shareholders as a special matter. If the dismissed independent director believes that the company’s reasons for dismissal are improper, he may make a public statement.
Article 15 before the expiration of the term of office of an independent director, the listed company may remove him through legal procedures. In case of early dismissal, the listed company shall disclose it as a special disclosure.
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.
If the number of independent directors or directors on the board of directors of the company is less than the specified requirements due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director or director fills his vacancy; Before the re elected directors take office, the original independent directors shall still perform the duties of independent directors in accordance with laws, administrative regulations, departmental rules and the articles of association.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
Chapter V special functions and powers of independent directors
Article 16 in addition to the functions and powers conferred on the directors by the company law, other relevant laws, administrative regulations and the articles of association, the independent directors are also conferred by the company to exercise the following functions and powers:
(I) major related party transactions (i.e. related party transactions in which the total amount of transactions between the company and related natural persons is more than 300000 yuan, and the total amount of transactions with related legal persons is more than 3 million yuan and accounts for 0.5% of the absolute value of the company’s latest audited net assets) shall be approved by independent directors and submitted to the board of directors for discussion. Before making judgment, independent directors can hire intermediaries to issue independent financial advisory reports;
(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) and (II) of paragraph 1 can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
Article 17 independent directors shall account for more than 1 / 2 of the remuneration and assessment committee, audit committee and Nomination Committee under the board of directors of the company.
Chapter VI independent opinions and obligations of independent directors
Article 18 in addition to performing the above duties, independent directors shall also express independent opinions on the following major matters of the company 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) determine or adjust the remuneration of directors and senior managers of the company;
(IV) related party transactions with related natural persons with a total amount of more than 300000 yuan, or with related legal persons with a total amount of more than 3 million yuan and accounting for 0.5% of the absolute value of the company’s latest audited net assets; (V) change the purpose of the raised funds;
(VI) external guarantees of the company;
(VII) equity incentive plan;
(VIII) matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
(IX) other matters stipulated in the articles of association.
Article 19 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. The opinions expressed by independent directors shall be clear and clear.
Article 20 when the independent director finds that the company has the following circumstances, he shall actively perform the obligation of due diligence and report to the stock exchange in time. If necessary, he shall employ an intermediary to conduct special investigation:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the public information;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 21 in addition to attending the meeting of the board of directors, the independent directors shall ensure that they have no less than 10 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 the resolutions of the board of directors, so as to obtain the information and materials required for making decisions.
Article 22 in case of any of the following circumstances, the independent director shall report to the CSRC, the stock exchange and the dispatched office of the CSRC where the company is located:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his / her functions and powers according to law;
(III) the meeting materials of the board of directors are insufficient, and more than half of the independent directors’ written request to postpone the meeting of the board of directors or postpone the consideration of relevant matters has not been adopted;
(IV) the board of directors fails to take effective measures after reporting the company’s suspected violations to the board of directors; (V) other circumstances that seriously hinder independent directors from performing their duties.
Article 23 independent directors shall submit a report on their work to the annual general meeting of shareholders of the company and report to the stock exchange for the record. The work report shall include the following contents:
(I) the number of times of attending the board of directors and shareholders’ general meeting and voting in the previous year;
(II) the situation of expressing independent opinions;
(III) other work performed by independent directors, such as proposing to convene the board of directors, proposing to hire or dismiss accounting firms, independently hiring external audit institutions and consulting institutions, and conducting on-site inspection.
Chapter VII the company provides necessary conditions for independent directors
Article 24 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary services for independent directors
