Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
Working system of annual report of independent directors
Article 1 in order to improve the corporate governance mechanism, strengthen the construction of internal control system, further improve the quality of information disclosure, and give full play to the professional advantages and supervisory role of independent directors, this system is formulated in accordance with the relevant provisions of the CSRC, the articles of association of the company, the rules for independent directors of listed companies, the information disclosure management system and other provisions, and in combination with the actual situation of the preparation and disclosure of the company’s annual report.
Article 2 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. During the preparation and disclosure of the company’s annual report, the independent directors shall earnestly perform the responsibilities and obligations of the independent directors and work diligently in accordance with the requirements of the CSRC, Shanghai Stock Exchange and other regulatory authorities for the annual report.
Article 3 within 30 days after the end of each fiscal year, independent directors need to timely listen to the reports of the management and the person in charge of Finance on the production and operation, standardized operation and finance of the company this year and the progress of major events such as investment and financing activities, and try to personally participate in the field investigation of relevant major projects. The company shall make arrangements for the above work and make written records, and relevant documents shall be signed by the parties concerned.
Article 4 the independent directors shall check whether the accountants employed by the company have the conditions and experience to engage in securities related businesses and the professional qualifications of Certified Public Accountants (hereinafter referred to as “annual audit certified public accountants”) who provide annual report audit for the company.
Article 5 before the audit of the annual audit accounting firm, the independent directors shall participate in the meeting with the annual audit accountant together with the audit committee of the company, and communicate with the accountant on the independence of the accounting firm and relevant auditors, the composition of the audit team, the audit plan, risk judgment, the testing and evaluation methods of risks and fraud, and the key points of the audit this year, Pay special attention to the company’s performance forecast and its correction. Independent directors should pay attention to whether the company has timely arranged the above-mentioned meeting and provided relevant support.
Article 6 after the annual audit accountant issues the preliminary audit opinion and before the meeting of the board of directors to review the annual report, the independent directors shall participate in the meeting with the annual audit CPA again to communicate the preliminary audit opinion with the CPA. Independent directors should pay attention to whether the company has timely arranged the above-mentioned meeting and provided relevant support.
Article 7 independent directors shall express independent opinions on major matters such as the company’s external guarantee, the implementation progress of M & A and reorganization in the annual report. In addition, special explanations shall be made on the company’s accumulated and current external guarantees and the implementation of the above provisions in the annual report. If necessary, an accounting firm or other securities intermediary can be hired to check the company’s accumulated and current external guarantees.
Article 8 for the meeting of the board of directors to consider the annual report, independent directors need to pay attention to the procedures for convening the meeting of the board of directors, the proposal procedures for relevant matters, decision-making authority, voting procedures, avoidance matters, the submission time and completeness of proposal materials. If they find that they are inconsistent with the relevant provisions for convening the meeting of the board of directors or the judgment basis is insufficient, they shall put forward opinions on supplement, rectification and postponement of the meeting.
Article 9 the above communication process, opinions and requirements shall be recorded in writing and signed by relevant parties.
Article 10 independent directors shall sign written confirmation opinions on the annual report.
Article 11 if the independent directors cannot guarantee the authenticity, accuracy and completeness of the annual report or have objections, they shall state the reasons and express their opinions in the written confirmation opinions, and disclose them.
Article 12 If an independent director has any objection to the specific matters of the company’s annual report, he may, with the consent of all independent directors, independently engage an external audit institution and a consulting institution to audit and consult the specific matters of the company, and the relevant expenses shall be borne by the company.
Article 13 the company shall actively create necessary conditions for independent directors to perform their duties in the process of preparing the annual report. The Secretary of the board of directors is responsible for coordinating the communication between the independent directors and the management of the company and the accounting firm. The management of the company and the relevant personnel of the annual report shall actively cooperate with the work of the independent directors, and shall not refuse, hinder, conceal or interfere with the independent directors’ independent exercise of their functions and powers.
Article 14 during the preparation and deliberation of the annual report, independent directors shall have the obligation of confidentiality. Before the disclosure of the annual report, we should effectively prevent the disclosure of insider information, insider trading and other illegal acts.
Article 15 for matters not covered in this system, independent directors shall implement in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 16 the system shall be formulated and interpreted by the board of directors.
Article 17 the working system shall come into force after being deliberated and adopted at the meeting of the board of directors of the company.
