Working system of independent directors
Chapter I General Provisions
Article 1 in order to standardize the company’s behavior, give full play to the role of independent directors in corporate governance and promote the independent directors to perform their duties, this system is hereby formulated in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies and the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission.
Chapter II Conditions of appointment and independence of independent directors
Article 2 the independent directors of the company refer to the directors who do not hold other positions in the company except directors and have no relationship with the company and major shareholders that may hinder their 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, in accordance with relevant laws and regulations, the rules for independent directors of listed companies and the articles of association, earnestly perform their duties and safeguard the overall interests of the company, especially the rights and interests of minority shareholders.
Independent directors must be independent. 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 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.
Article 5 an independent director shall meet the following basic conditions:
(I) be qualified to serve as an independent director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(II) 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) have 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) other conditions stipulated by laws, regulations and the articles of association.
In addition to the provisions of the preceding paragraph, candidates for independent directors shall not be nominated as directors of listed companies as stipulated by Shenzhen Stock Exchange, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) 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;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months; (IV) 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 post of director of a listed company;
(V) within 12 months after 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 in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
Article 6 in order to ensure the independence of independent directors, the following persons shall not serve as independent directors of the company:
(I) the personnel working 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 of spouses, spouses of children, spouses of brothers and sisters, and brothers and sisters of spouses);
(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 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, 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 subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) persons who have had the situations listed in the preceding six items in the most recent year;
(VIII) other personnel specified in the articles of Association;
(IX) other personnel recognized by CSRC and Shenzhen Stock Exchange;
(x) other personnel specified by laws, administrative regulations and departmental rules.
The affiliated enterprises of the controlling shareholders and actual controllers of the company in items 4, 5 and 6 of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company as stipulated in the Shenzhen Stock Exchange GEM Listing Rules; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant provisions, or other major matters recognized by Shenzhen Stock Exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Article 7 a candidate who has been nominated as an independent director of the company shall not serve as an independent director within seven consecutive months from the date on which he has been nominated as an independent director of the company.
Article 8 candidates for independent directors can concurrently serve as independent directors in up to five domestic and foreign listed companies (including the listed companies to be held this time), and ensure that they have enough time and energy to effectively perform their duties as independent directors.
Article 9 the company has three independent directors, including at least one accounting professional. The independent director candidate nominated as an accounting professional shall have rich accounting professional knowledge and experience 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.
Chapter III nomination, election and replacement of independent directors
Article 10 the nomination, election and replacement of independent directors shall be standardized according to law:
(I) the board of directors, the board of supervisors and the 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.
(II) the nominee of an independent director shall obtain the written 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.
(III) 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 regulations, and submit the relevant materials of the nominees to Shenzhen Stock Exchange at the same time.
If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit written opinions at the same time. Nominees who disagree with the CSRC may be candidates for directors of the company, but nominees who disagree with the above securities regulatory authorities shall not be candidates for independent directors.
(IV) the company shall disclose the details of the candidates for independent directors before the shareholders’ meeting to ensure that the shareholders have enough knowledge of the candidates when voting.
(V) 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, but the term of re-election shall not exceed six years.
(VI) 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.
(VII) 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.
(VIII) independent directors may resign before the expiration of their 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 proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the rules for independent directors of listed companies 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, except those who are determined not to be nominated as directors of listed companies according to law.
(IX) 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 minority shareholders, 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 director 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 results of the discussion.
(x) if the number of independent directors is lower than 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 elect independent directors as soon as possible in accordance with the regulations to make the number of independent directors meet the statutory requirements.
Chapter IV rights and obligations of independent directors
Article 11 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.
Independent directors shall submit an annual report to the general meeting of shareholders of the company to explain their performance of duties.
Article 12 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 also gives independent directors the following special 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, an independent director may hire an intermediary to issue an independent financial advisory report as the basis for his 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.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers mentioned in items (I) to (V) of the preceding paragraph; The exercise of the functions and powers in Item (VI) of the preceding paragraph shall be subject to the consent of all independent directors. (I) (II) matters shall be submitted to the board of directors for discussion after more than half of the independent directors agree.
If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information. Where laws, administrative regulations and the CSRC provide otherwise, such provisions shall prevail.
Article 13 for the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within five days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons.
Article 14 independent directors shall be responsible to all shareholders, focusing on the legitimate rights and interests of minority shareholders. In addition to performing the general duties of directors, independent directors mainly express independent opinions in writing to the general meeting of shareholders or the board of directors on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) the shareholders, actual controllers and their affiliated enterprises of the listed company’s 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) whether the company’s decision-making and profit distribution policies are legal and whether the company’s profit distribution policies and implementation procedures are damaged;
(VI) related party transactions that need to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, external financial assistance, matters related to the use of raised funds, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major events;
(VII) changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards, or non-standard unqualified audit opinions issued by accounting firms on financial and accounting statements and internal control;
(VIII) self evaluation report of internal control;
(IX) employment and dismissal of accounting firms;
(x) the impact of MBO, major asset restructuring plan, equity incentive plan, employee stock ownership plan, share repurchase plan, debt repayment plan of related parties of listed companies and issuance of preferred shares on various shareholders’ rights and interests of the company;
（11） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange, or apply for trading or transfer in other trading places instead;
（12） The scheme for the relevant parties to change their commitments;
（13） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（14） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
Independent directors shall express one of the following opinions on the matters mentioned in the preceding paragraph: consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles, and the opinions expressed shall be clear and clear.
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 15 the independent opinions issued by independent directors on the major matters in the preceding Article shall at least include the following contents: (I) basic information of major matters;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) legality and compliance of major matters;
(IV) the impact on the rights and interests of the company and minority shareholders, possible risks and whether the measures taken by the company are effective;
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