Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the “company”), 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, the rules for independent directors of listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, This system is formulated to strengthen the restraint and supervision mechanism for internal directors and managers, protect the interests of minority shareholders and creditors, and promote the standardized operation of the company.
Article 2 an independent director refers to a director who does not hold any position other than an independent 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 the rules for independent directors of listed companies, be conducive to the sustainable and standardized development of listed companies and shall not damage the interests of listed companies.
Article 4 the board of directors of the company shall have more than one-third of independent directors, including at least one accounting professional (accounting professional refers to the person with senior accounting title or certified public accountant qualification). The board of directors of the company shall set up special committees for remuneration and assessment, audit and nomination. 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.
Article 5 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall faithfully perform their duties and safeguard the interests of the company, especially paying attention to the legitimate rights and interests of public shareholders. Article 6 independent directors must be independent. Independent directors shall perform their duties independently and shall not be affected by the major shareholders, actual controllers or other units or individuals having an interest in the listed company. In principle, independent directors can serve as independent directors in up to five companies (including listed companies and non listed companies), and ensure that they have enough time and energy to effectively perform their duties.
Chapter II Conditions of appointment of independent directors
Article 7 candidates for independent directors shall comply with the following laws and regulations and the relevant provisions of Shenzhen Stock Exchange on the conditions and requirements for the appointment of independent directors:
(I) provisions of the company law on the terms of office of directors;
(II) relevant provisions of the civil servant law of the people’s Republic of China (if applicable);
(III) relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
(IV) relevant provisions of the notice of the CPC Central Commission for Discipline Inspection on standardizing the appointment of middle management cadres as independent directors and independent supervisors of listed companies and fund management companies after resigning from public office or retirement (if applicable); (V) relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises (if applicable);
(VI) 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);
(VII) relevant provisions of the guidelines on the system of independent directors and external supervisors of joint-stock commercial banks issued by the people’s Bank of China (if applicable);
(VIII) relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC (if applicable);
(IX) relevant provisions (if applicable) such as the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions, the provisions on the administration of the qualifications of directors, supervisors and senior managers of insurance companies and the measures for the administration of directors of insurance institutions issued by the CBRC;
(x) other laws, regulations, regulatory guidelines and other provisions on the conditions and requirements for the appointment of independent directors. Independent directors and persons acting as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the provisions.
Article 8 candidates for independent directors shall have basic knowledge related to the operation of listed companies, be familiar with relevant laws and regulations and the business rules of Shenzhen Stock Exchange, and have more than five years of working experience in law, economy, management, accounting, finance or other necessary work experience for performing the duties of independent directors.
Article 9 an independent director who has served in the company for six consecutive years shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact.
Article 10 independent directors must be independent, and persons under the following circumstances shall not serve as independent directors of the company:
(I) persons who work in the company or its affiliated enterprises, their immediate family members and their 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 the top 10 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) employees and their immediate relatives in the controlling shareholders, actual controllers and their affiliated enterprises of the listed company;
(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 listed companies and their controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in controlling shareholders with significant business dealings, or personnel working in 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) other personnel who are not independent as determined by Shenzhen Stock Exchange;
(IX) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC.
Article 11 candidates for independent directors nominated as accounting professionals 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;
At least 5 years of full-time working experience in accounting and management.
Article 12 when nominating candidates for independent directors, in addition to complying with the provisions of articles 3.5.2 to 3.5.8 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the nominees of independent directors shall also focus on whether the candidates for independent directors have the following circumstances:
If the number of meetings of the board of directors held by the independent directors in person exceeds 1 / 2 of the total number of meetings of the board of directors in the past 12 months; (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) the former independent director is dismissed by the company before the expiration of his term of office;
(V) being punished by other relevant departments other than the CSRC within the last 36 months;
(VI) other circumstances that may affect the integrity, diligence and independent performance of duties of independent directors.
In case of any of the above circumstances, the nominee of the independent director candidate shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
Chapter III nomination, election and replacement procedures of independent directors
Article 13 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 14 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 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 regulations 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 candidates for independent directors shall make a statement on whether they meet the requirements of laws, regulations and relevant rules of Shenzhen Stock Exchange on the qualifications and independence of independent directors.
The nominees of independent directors shall carefully verify the conditions of appointment of independent director candidates and whether there are circumstances affecting their independence, and make a statement on the verification results.
Article 16 the board of directors of the company shall, at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors, submit the detailed information such as the occupation, educational background, professional qualification, detailed work experience and all part-time jobs of the candidates for independent directors to the website of Shenzhen stock exchange for publicity. The publicity period is three trading days. During the publicity period, if any unit or individual has any objection to the employment conditions and independence of independent director candidates, they can give feedback to Shenzhen Stock Exchange on the employment conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of Shenzhen Stock Exchange. Independent director candidates and nominees shall check all relevant information disclosed or publicized by the listed company. If there are errors or omissions in the contents disclosed or publicized, they shall inform the company to correct them in time.
Article 17 independent directors shall be elected separately from other directors, and the election method shall be determined in accordance with the provisions of the articles of association and the rules of procedure of the general meeting of shareholders.
Article 18 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. The term of office of independent directors shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the current board of directors.
Article 19 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. If an independent director is not allowed to act as an independent director according to laws, regulations and the articles of association or is not suitable for performing the duties of an independent director, 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.
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.
Article 20 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 21 if the proportion of independent directors in the board of directors of the company is lower than the minimum number required by the statutory or the articles of association 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 22 If the number of independent directors of the company fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors not meeting the requirements of these rules, the company shall make up the number of independent directors in accordance with the provisions.
If the resignation of an independent director causes the number of independent directors or members of the board of directors to be lower than the minimum number specified in the statutory or the articles of association, the independent director shall still perform his duties in accordance with laws, administrative regulations and the articles of association before the re elected independent director takes office.
Chapter IV functions and powers of independent directors
Article 23 independent directors shall actively perform their duties in the governance, internal control, information disclosure, financial supervision and other aspects of listed companies, and make written records of their performance of duties. Independent directors shall perform their duties independently and impartially, and shall not be affected by the major shareholders, actual controllers or other units and individuals having an interest in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall notify the company in time and put forward solutions. If necessary, he shall resign.
Article 24 independent directors shall be diligent and provide sufficient time to perform their duties. Independent directors shall attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and actively investigate and obtain the information and materials needed to make decisions. Independent directors shall submit the annual report of all independent directors to the annual general meeting of shareholders of the company to explain their performance of duties. The meeting of the board of directors shall be attended by independent directors in person. If an independent director is unable to attend for some reason, he may entrust other independent directors in writing to attend on his behalf. The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed or sealed by the principal. The independent director who attends the board meeting on his behalf shall exercise the rights of the independent director within the scope of authorization. If an independent director fails to attend the meeting of the board of directors or entrust another independent director to attend the meeting, he shall be deemed to have waived his voting right at the meeting.
Independent directors shall pay attention to whether the meeting form of the board of directors meets the following relevant requirements:
(I) in principle, the meeting of the board of directors shall be held on site;
(II) for proposals that need to be considered and adopted by means of resolutions of the board of directors, but there is little need for communication and discussion among directors, communication voting can be carried out. If laws, regulations, normative documents and the articles of association provide otherwise or major proposals should be passed by more than two-thirds of the directors, it is not suitable to hold the meeting by means of communication voting;
(III) in principle, the communication voting matters shall be delivered to all directors within five days before the voting, and the relevant background information of the meeting topics and relevant information and data that are helpful for the directors to make decisions shall be provided. If the meeting of the board of directors is held by means of communication voting, the company shall adopt the method of item by item voting on the basis of ensuring that the directors fully express their opinions, and shall not require the directors to vote on multiple matters at one time.
Article 25 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by relevant national laws and regulations, independent directors also have the following special functions and powers:
(I) related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors. independent
