Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Working rules for independent directors
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II Conditions of appointment and independence of independent directors Chapter III nomination, election, replacement and appointment of independent directors Chapter IV responsibilities of independent directors Chapter V independent opinions, public statements and work report of independent directors Chapter VI necessary conditions provided by the company for independent directors 8 Chapter VII Supplementary Provisions eight
Guangdong Enpack Packaging Co.Ltd(002846)
Working rules for independent directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as the “company”), safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”) of the CSRC The detailed rules are formulated in accordance with the guidelines for the performance of duties of independent directors of listed companies (hereinafter referred to as the “guidelines”), Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “stock Listing Rules”), and other laws, regulations and normative documents, as well as the relevant provisions of Guangdong Enpack Packaging Co.Ltd(002846) articles of Association (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 objective and independent judgment.
Article 3 the board of directors of the company shall include at least one-third of the independent directors. Independent directors shall be persons with legal profession, accounting profession or knowledge and experience related to the business of the company, at least one of whom is an accounting professional. The term “accounting professionals” as mentioned in this article refers to persons with senior accounting titles or certified public accountants.
Chapter II Conditions of appointment and independence of independent directors
Article 4 candidates for independent directors shall comply with the relevant provisions of the following laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange on the qualifications, conditions and requirements of independent directors:
(I) provisions of the company law on the qualification 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, the guidelines for performance of duties and the stock listing rules;
(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 business rules of Shenzhen Stock Exchange, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board;
(VIII) other laws, administrative regulations, departmental rules, normative documents and other provisions on the qualifications, conditions and requirements of independent directors.
Article 5 candidates for independent directors shall have basic knowledge related to the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange, and have more than five years of working experience necessary for legal, economic, management, accounting, finance or other duties of independent directors.
Article 6 independent directors and persons who intend to serve as independent directors shall participate in relevant training in accordance with the requirements of the rules for independent directors and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange in accordance with relevant regulations.
Candidates for independent directors who have not obtained the qualification certificate of independent directors shall make a written commitment to participate in the latest training of independent directors and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, and make a public announcement.
Article 7 candidates for independent directors shall be independent, and the following persons shall not serve as independent directors:
(I) 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, brothers and sisters of spouses, etc.);
(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 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 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;
Personnel working in units with business contacts, or personnel working in controlling shareholder units with major business contacts;
(VII) personnel who have been in one of the situations listed in the preceding six items in the last 12 months;
(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) other personnel identified by Shenzhen Stock Exchange as having no independence.
(x) other personnel stipulated by laws, administrative regulations and departmental rules
（11） Other personnel specified in the articles of association
（12） The affiliated enterprises of the controlling shareholders and actual controllers of the company identified by other personnel in items (IV), (V) and (VI) of the preceding paragraph by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) do not include the affiliated enterprises that do not form an affiliated relationship with the listed company according to article 6.3.4 of the stock listing rules.
Article 8 candidates for independent directors shall have no following bad records:
(I) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(II) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company, and the term has not expired;
(III) 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;
(IV) 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;
(V) being publicly denounced by the stock exchange or criticized in more than three circulars within the last 36 months;
(VI) 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 serve as a director of a listed company;
(VII) 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;
(VIII) other circumstances identified by Shenzhen Stock Exchange.
Article 9 independent director candidates can concurrently serve as independent directors in up to five listed companies (including the listed companies to be employed this time, the listed companies of Shenzhen Shanghai Stock Exchange and the listed companies of overseas stock exchanges).
Article 10 those who are nominated as independent director candidates as accounting professionals shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the professional qualification of certified public accountant;
(II) have a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management.
Chapter III nomination, election, replacement and appointment of independent directors
Article 11 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 12 the nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 13 the nominee shall fully understand the nominee’s occupation, educational 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. 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 when nominating candidates for independent directors, the nominees of independent directors shall 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) 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 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.
Article 15 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to Shenzhen 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.
After the Shenzhen Stock Exchange reviews the qualifications and independence of the nominees as independent directors, the nominees who have no objection can be used as independent director candidates. When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by the Shenzhen Stock Exchange.
Article 16 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. If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact.
Article 17 If an independent director fails to meet the qualifications of independent directors specified in Articles 4 to 11 of these rules after taking office, he shall resign from the position of independent director within one month from the date of such situation; If the company fails to resign as required, the board of directors of the company shall convene the board of directors in time after the expiration of one month, review and submit the matter to the general meeting of shareholders to replace the independent director, and complete the by election of independent directors within two months. Article 18 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 small and medium-sized investors, 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 directors 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 discussion results.
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.
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 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 that he deems necessary to attract the attention of shareholders and creditors of the company.
If the number or proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the articles of association due to the resignation of independent directors, the company shall make up the number of independent directors in accordance with the provisions, and the resignation report of the independent director shall take effect after the next independent director fills in the vacancy.
Article 21 If an independent director does not meet the conditions for independence or is not suitable for performing the duties of an independent director, the company may terminate the appointment of the independent director.
Chapter IV responsibilities of independent directors
Article 22 in addition to the functions and powers conferred by laws, regulations, normative documents and the articles of association, independent directors of the company shall enjoy the following special functions and powers:
(I) the related party transactions with a total amount of more than 3 million yuan or more than 5% of the company’s latest audited net asset value that the company intends to reach with the company’s shareholders, actual controllers and their affiliated enterprises shall be approved by the 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) solicit voting rights from shareholders before the general meeting;
(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 the first paragraph of this article are 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 23 If the board of directors of the company
