Hitevision Co.Ltd(002955) independent director working system
April 2022
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”), give full play to the role of independent directors in the governance of listed companies, and promote the independent directors of listed companies to perform their duties, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “corporate justice”), the securities law of the people’s Republic of China and other laws and regulations The working system is formulated in accordance with the provisions of normative documents and Hitevision Co.Ltd(002955) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 independent directors shall perform their duties independently and impartially, and shall not be affected by the company’s major shareholders, actual controllers or other units and individuals with interests 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 timely notify the company and put forward solutions. If necessary, he shall resign.
Article 3 independent directors can concurrently serve as independent directors in up to five companies, and ensure that they have enough time and energy to effectively perform their duties.
Article 15 independent directors shall have no less than four working days each year to effectively perform their duties.
Article 5 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 the requirements of relevant laws and regulations, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Chapter II qualifications
Article 6 at least one third of the members of the board of directors of the company shall be independent directors, and the independent directors shall include at least one accounting professional.
The accounting professionals mentioned in the preceding paragraph refer to those with senior professional titles or certified public accountants.
Where the board of directors of a listed company sets up special committees for remuneration and assessment, audit and nomination, the 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. The convener of the audit committee shall be an accounting professional.
Article 7 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 8 candidates for independent directors shall have the basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules and other normative documents, have more than five years of legal, economic, financial, management or other work experience necessary for the performance of the duties of independent directors, and have obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations of the CSRC.
If the independent director candidate fails to obtain the independent director qualification certificate at the time of nomination, he shall participate in the independent director qualification training as soon as possible and obtain the independent director qualification certificate.
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 the qualifications of candidates for independent directors shall meet the requirements of the following laws, administrative regulations and departmental rules:
(I) provisions of the company law of the people’s Republic of China on the qualification of directors;
(II) provisions of the civil servant law of the people’s Republic of China on civil servants holding concurrent posts;
(III) provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the notice of central management cadres on resigning from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement);
(IV) the provisions of the opinions on strengthening the construction of anti-corruption in Colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision on the concurrent appointment of members of the leading group of colleges and universities;
(V) the provisions of the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC;
(VI) other circumstances stipulated by laws, administrative regulations and departmental rules.
Article 10 independent directors must be independent, and the following persons shall not serve as independent directors:
(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 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 and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) persons who have had the situations listed in the preceding six items in the past year;
(VIII) other situations where Shenzhen stock exchange determines that it does not have independence.
Article 11 candidates for independent directors shall have no following bad records:
(I) having been administratively punished by the CSRC in the past three years;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the past three years;
(IV) during the period when he served as an independent director, he did not attend the meeting of the board of directors for two consecutive times or did not attend the meeting of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year;
(V) during his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
Article 12 those who have served as independent directors in five other domestic listed companies shall not be nominated as candidates for independent directors of the company.
Article 13 those who have served as independent directors for six consecutive years shall not serve as independent directors of the company.
Article 14 a candidate nominated as an independent director as an accounting professional 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) having a senior professional title, associate professor title or 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 15 If an independent director of the company fails to meet the qualifications of an independent director as stipulated in this chapter after taking office, he shall resign from the position of an independent director within 30 days from the date of such circumstances. If he fails to resign as required, the board of directors of the company shall start the decision-making process within 2 days and remove him from the post of independent director.
Article 16 if the proportion of independent directors in all members of the board of directors is less than one-third due to the resignation of independent directors, or there are no accounting professionals among independent directors, the independent directors who propose to resign shall continue to perform their duties until the date of the emergence of new independent directors. The original nominee of the independent director or the board of directors of the company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Article 17 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.
When the general meeting of shareholders elects independent directors, the cumulative voting system shall be implemented.
Article 18 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 notify the shareholders of the above contents in accordance with the provisions.
Article 19 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.
Article 20 If an independent director fails to attend the meeting of the board of directors in person or entrust other independent directors to attend the meeting of the board of directors for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
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.
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. In case of early dismissal, the company shall disclose it to the general meeting of shareholders as a special matter. If the dismissed independent director believes that the reason for the company’s dismissal is improper, he may make a public statement. Article 21 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. If the number of independent directors of the company is less than three or the number of members of the board of directors is less than the minimum quorum due to the resignation of independent directors, the independent directors shall still perform their duties in accordance with laws, administrative regulations and the articles of association before the re elected independent directors take office. The board of directors shall convene a general meeting of shareholders within two months to elect independent directors. If the general meeting of shareholders is not held within the time limit, the independent directors may no longer perform their duties. When 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, the company shall make up the number of independent directors in accordance with the regulations.
Chapter III functions and powers
Article 22 in addition to the functions and powers conferred on directors by the company law, the articles of association and other relevant laws and regulations, independent directors of the company also enjoy the following special functions and powers:
1. Related party transactions that need to be submitted to the general meeting of shareholders for deliberation 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.
2. Propose to the board of directors to employ or dismiss the accounting firm;
3. Propose to the board of directors to convene an extraordinary general meeting of shareholders;
4. Propose to convene the board of directors;
5. Publicly solicit voting rights from shareholders before the general meeting of shareholders, but it shall not be solicited by means of compensation or compensation in disguised form;
6. Solicit the opinions of minority shareholders, put forward profit distribution proposals, and directly submit them to the board of directors for deliberation;
7. 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 article 1-6 above. The employment of external audit institutions, consulting institutions or other intermediaries shall be subject to the consent of all independent directors, and the relevant expenses shall be borne by the company. Article 1-2 matters that should be discussed by more than one-half of the independent directors may be submitted to the board of directors.
Article 23 in addition to performing the duties of Article 20 of the system, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
1. Nomination, appointment and removal of directors;
2. Appoint and dismiss senior managers;
3. Remuneration of directors and senior managers of the company;
4. Employment and dismissal of accounting firms;
5. Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
6. The company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
7. Internal control evaluation report;
8. The plan for the relevant parties to change their commitments;
9. The impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
10. 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 to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, matters related to the use of raised funds, stock and Derivative Investment and other major matters;
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;
13. The company intends to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
14. Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
15. Other matters stipulated in relevant laws, regulations, rules, normative documents and the articles of association. Article 24 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and obstacles; The opinions expressed shall be clear and clear. When the independent directors have different opinions and cannot reach an agreement, each independent director shall express their opinions separately.
Article 25 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(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;
(V) concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
Independent directors shall sign and confirm the independent opinions issued, and report the above opinions to the board of directors in time. Article 26 the company shall ensure that independent directors enjoy the same right to know as other directors.
