Beijing Quanshi World Online Network Information Co.Ltd(002995)
Working system of independent directors
April, 2002
catalogue
Chapter I General Provisions Chapter II Conditions of appointment of independent directors Chapter III nomination, election and replacement of independent directors Chapter IV special functions and powers of independent directors 5 chapter V independent opinions of independent directors Chapter VI necessary conditions for independent directors to perform their duties of the company Chapter VII annual report of independent directors 10 Chapter VIII Supplementary Provisions eleven
Beijing Quanshi World Online Network Information Co.Ltd(002995)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company"), promote the standardized operation of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, from infringement, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") The guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, This system is formulated with reference to the rules for independent directors of listed companies (hereinafter referred to as the "rules for independent directors") and Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association") and other relevant laws and regulations issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
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 earnestly perform their duties in accordance with relevant national laws and regulations and the requirements of the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders. The independent directors of the company shall perform their duties independently and shall not be affected by the main shareholders, actual controllers or other units or individuals having an interest in the company.
Article 5 independent directors of the listed company shall have enough time and energy to effectively perform their duties.
Article 5 the members of the board of directors of the company shall include at least one-third of independent directors. Including at least one accounting professional.
The said 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;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 if the independent directors of the company do not meet the conditions for independence or are not suitable for performing the duties of independent directors, resulting in the number of independent directors of the company not meeting the requirements of relevant national laws and regulations, the company shall make up the number of independent directors in accordance with the regulations.
Article 7 The CSRC and its authorized institutions shall participate in the training as required by the CSRC. Before being nominated, independent directors shall, in principle, obtain the qualification certificate of independent directors recognized by the CSRC. If it has not been obtained, it shall make a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by the bourse, and make an announcement.
Chapter II Conditions of appointment of independent directors
Article 8 serving as an independent director of the company shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; (II) have the independence required by laws, regulations and normative documents;
(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 or other work necessary to perform the duties of independent directors;
(V) other conditions stipulated by laws, regulations and the articles of association.
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 provisions.
Article 9 in order to ensure the independence of independent directors, the following persons shall not be candidates for independent directors of the company:
(I) personnel who work in the company or its affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, siblings, 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 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) 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) 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) persons who have served as independent directors in five (including five) listed companies;
(x) the market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
（11） If the stock exchange publicly determines that it is not suitable to serve as a director, supervisor or senior manager of a listed company, the time limit has not expired;
（12） 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;
（13） 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;
（14） Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months;
（15） 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;
（16） 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;
（17） Other circumstances recognized by the CSRC and Shenzhen Stock Exchange.
Chapter III 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 nominees of independent directors of the company shall obtain the consent of the nominees 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.
Article 12 before the general meeting of shareholders to elect independent directors of the company, the company shall submit relevant materials of all nominees (including but not limited to the statement of nominees, statement of candidates, resume of independent directors, etc.) to Shenzhen Stock Exchange at the same time in accordance with the requirements of the Listing Rules. 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 of the company at the same time.
Article 13 when holding a general meeting of shareholders to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange. For independent director candidates who raise objections from Shenzhen Stock Exchange, the general meeting of shareholders of the company shall not elect them as independent directors.
Article 14 The term of office of the independent directors of the company 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.
Article 15 if the independent director of the company fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors of the company shall request the general meeting of shareholders to replace him. Except for the above circumstances and the circumstances that he shall not serve as a director as stipulated in the company law, the independent director shall not be removed without reason before the expiration of his term of office. The company may remove his position through legal procedures. If he is removed in advance, the listed company shall disclose it as a special disclosure matter. If the removed independent director considers that the company's reasons for removal are improper, he may make a public statement.
Article 16 the independent director of the company may resign before the expiration of his term of office. When resigning, the independent director shall submit a written resignation report to the board of directors of the company to explain any situation related to his resignation or deemed necessary to attract the attention of the 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 independent director rules due to the resignation of the independent director of the company, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. Before the resignation takes effect, the independent director who intends to resign shall continue to perform his duties in accordance with relevant laws, administrative regulations and the articles of association. The company shall complete the by election of directors within two months from the date of resignation of independent directors.
Chapter IV responsibilities of independent directors
Article 17 in order to give full play to the role of independent directors of the company, in addition to the functions and powers conferred on directors by relevant national laws and regulations, the company also grants the following special functions and powers to independent directors:
(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 submitted to the board of directors for discussion after being approved in advance by independent directors; Before making a judgment, independent directors may 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) 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 independent directors shall exercise the functions and powers in Item (VI) of the preceding paragraph with the consent of all the directors.
Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
Article 18 If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 19 the board of directors of the company has a strategy, nomination, audit, remuneration and assessment committee. Among the above four special committees, independent directors account for more than half of the members of each committee.
Article 20 independent directors shall submit and disclose their work report to the annual general meeting of shareholders of the company. The work report shall include the following contents:
(I) the way, number and voting of attending the board of directors and the number of attending the general meeting of shareholders throughout the year;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposing to convene the board of directors, proposing to hire or dismiss accounting firms, and independently hiring external audit institutions and consulting institutions;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Chapter V independent opinions of independent directors
Article 21 in addition to performing the above duties, the independent directors of the company shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the financial and accounting reports and internal control of listed companies are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company's cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions, external 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, investment in stocks and their derivatives and other major matters that need to be disclosed;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
