Jiangxi Selon Industrial Co.Ltd(002748)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Jiangxi Selon Industrial Co.Ltd(002748) (hereinafter referred to as the company), strengthen the restriction and supervision of the board of directors and the management, improve the scientificity and democracy of the company's decision-making, and safeguard the legitimate rights and interests of the company and all shareholders, in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) (hereinafter referred to as the Listing Rules), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of main board listed companies, Shenzhen stock exchange information disclosure guidelines for listed companies No. 8 - filing of independent directors The working system for independent directors of listed companies (revised in 2022) (hereinafter referred to as the rules for independent directors) and other relevant laws, administrative regulations, normative documents and the relevant requirements of the articles of association are formulated in combination with the actual situation of the company.
Article 2 an independent director of the company 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 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 the requirements of relevant laws, administrative regulations, guiding opinions and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders.
Article 4 independent directors shall perform their duties independently and shall not be influenced by the company's major shareholders, actual controllers, or other units or individuals with an interest in the company.
Article 5 in principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 6 the board of directors of the company shall include at least one-third of independent directors, including at least one accounting professional (accounting professional refers to the person with senior professional title or certified public accountant qualification). Article 7 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, resulting in the number of independent directors not meeting the requirements of the rules for independent directors, the company shall make up the number of independent directors in accordance with the regulations.
Article 8 independent directors and persons who intend to serve as independent directors shall obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange.
Chapter II appointment of independent directors
Article 9 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 the independent director rules;
(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 10 in order to ensure the independence of the company's independent directors, the following persons shall not serve as the company's independent directors: (I) persons serving 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, brothers and sisters, 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 have had the situations listed in the preceding three items in the most recent year;
(V) personnel providing financial, legal and consulting services for the company or its subsidiaries;
(VI) other personnel stipulated by laws, regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the China Securities Regulatory Commission or the stock exchange.
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. 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 13 when issuing the notice of the general meeting of shareholders on the election of independent directors, the company shall submit the relevant materials of all independent director candidates (including but not limited to the statement of nominees, the statement of candidates and the resume of independent directors) to Shenzhen Stock Exchange.
If the board of directors of the company has any objection to the relevant information of independent director candidates, it shall submit the written opinions of the board of directors at the same time.
Article 14 the company shall immediately revise and publish the relevant proposals for the election of independent directors who raise objections from the stock exchange, and shall not submit them to the general meeting of shareholders for election as independent directors, but can be elected as directors as candidates for directors.
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 the stock exchange.
Article 15 The term of office of 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 16 the removal of independent directors of the company shall be approved by the general meeting of shareholders. Unless the following circumstances occur, independent directors shall not be removed from office before the expiration of their term of office for no reason. If they are removed in advance, the company shall disclose them as special disclosure matters. If the removed independent director considers that the company's reasons for removal are improper, he may make a public statement.
(I) the company law stipulates that he is not allowed to serve as a director;
(II) serious dereliction of duty by independent directors;
(III) independent directors fail to attend the board meeting of the company in person for three consecutive times;
Article 17 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. The board of directors will disclose the relevant situation within 2 days.
If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified by law or the articles of association due to the resignation of independent directors, or there are no accounting professionals in the independent directors, the resignation report of the independent director shall take effect after the next independent director fills his vacancy; Before the re elected directors take office, the original independent directors shall still perform the duties of independent directors in accordance with laws, administrative regulations, departmental rules and the articles of association.
When the number of independent directors of the company fails to meet the requirements for independence or other circumstances unsuitable for performing the duties of independent directors, the company shall make up the number of independent directors as required.
Except for the circumstances listed in the preceding paragraph, the resignation of an independent director shall take effect when the resignation report is delivered to the board of directors.
Chapter IV responsibilities of independent directors
Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers entrusted to directors by the company law and other relevant laws and administrative regulations, independent directors of the company have 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, 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) 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.
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 19 in the special committees on strategy, audit, remuneration and assessment established by the board of directors of the company, independent directors shall account for more than half of the members of the committee, and at least one independent director in the audit committee shall be an accounting professional and serve as the convener.
Article 20 the independent directors of the company shall express independent opinions on the following major matters of the company:
(I) matters requiring independent directors to express independent opinions are as follows:
1. Nomination, appointment and removal of directors;
2. Appointing and dismissing senior managers;
3. Confirm or adjust the remuneration of directors and senior managers of the company;
4. The company's shareholders, actual controllers and their affiliated enterprises' 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 (determined according to the standards issued by the competent government departments or relevant stock exchanges from time to time), and whether the company has taken effective measures to recover the arrears;
5. Major matters that need to be disclosed (determined according to the standards issued by the competent government departments or relevant stock exchanges from time to time), such as external guarantee, entrusted financial management, external financial assistance, change of the purpose of raised funds, investment in stocks and their derivatives;
6. The company's external guarantees and the company's cumulative external guarantees in the current period;
7. Matters that independent directors believe may damage the rights and interests of minority shareholders;
8. The company plans to change the investment direction of the raised funds, and plans to use the idle raised funds to supplement the working capital temporarily. After the investment project of the raised funds is completed, the company uses a small amount of surplus funds for other purposes.
9. Employ an audit institution;
10. Other matters stipulated by laws, administrative regulations, CSRC and the articles of association.
(II) independent directors shall express one of the following opinions on the matters mentioned in the preceding paragraph: agree; Reservations and their reasons; Objections and their reasons; Inability to express opinions and its obstacles.
(III) if the matters in paragraph 1 of this article are matters that 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 21 in order to ensure the effective exercise of functions and powers by independent directors, the company shall provide necessary conditions for independent directors:
(I) the company shall ensure that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement. When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the consideration of the matter, which shall be adopted by the board of directors.
The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
(II) the Secretary of the board of directors of the company shall actively provide assistance to the independent directors in performing their duties, such as introducing the situation, providing materials, etc., regularly reporting the operation of the company, and organizing the independent directors to make a factual investigation when necessary. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall handle the announcement at the stock exchange in time.
(III) when independent directors exercise their functions and powers, relevant personnel of the company shall actively cooperate, and shall not refuse, hinder or conceal, or interfere with their independent exercise of functions and powers.
Article 22 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 needed to make decisions. Independent directors shall not entrust non independent directors to attend the board meeting on their behalf, and non independent directors shall not accept the entrustment of independent directors.
Independent directors shall submit an annual report on their work to the general meeting of shareholders of the company to explain their performance of their duties.
Article 23 independent directors shall submit an annual report to the general meeting of shareholders of the company to explain their performance of duties.
Chapter V working expenses and allowances of independent directors
Article 24 the company shall be responsible for the expenses incurred by independent directors in performing their functions and powers related to the company's affairs. Specifically include:
(I) fees for independent directors to hire intermediaries in order to exercise their functions and powers;
(II) travel expenses incurred by independent directors during the meeting of the board of directors;
(III) other expenses incurred in the process of exercising their functions and powers for the company with independent directors.
Article 25 the company shall give appropriate allowance to independent directors. The standard of allowance shall be formulated by the board of directors, deliberated and approved by the general meeting of shareholders, and disclosed in the annual report of the company.
In addition to the above allowances, independent directors shall not obtain additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel.
Chapter VI supplementary provisions
Article 26 the terms "above" and "within" in this system include the number, and the terms "less than", "less than" and "more than" do not include the number.
Article 27 terms not defined in this system shall be used in accordance with relevant national laws, administrative regulations, relevant provisions of the securities regulatory authority or the company law
