Kaiyuan Education Technology Group Co.Ltd(300338)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of the company, promote the standardized operation of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as “the company”), safeguard the overall interests of the company and effectively 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 other relevant laws, regulations, normative documents and relevant provisions of the articles of association, This system is hereby formulated with reference to the rules for independent directors of listed companies (hereinafter referred to as the “rules for independent directors”) formulated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
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 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 and safeguard the overall interests of the company in accordance with the requirements of relevant laws and regulations, the rules for independent directors and the articles of association, and pay particular attention to the legitimate interests of minority shareholders. Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers or other units or individuals having an interest in the company.
Article 4 in principle, the independent directors appointed by the company can concurrently serve as independent directors in up to five listed companies to ensure sufficient time and energy to effectively perform the duties of independent directors.
Article 5 at least 1 / 3 of the members of the board of directors of the company are independent directors, including at least one accounting professional. Accounting professionals refer to those with senior professional titles or certified public accountants.
Article 6 when the independent directors fail to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the failure of the company’s independent directors to reach the quorum, the company shall make up for the number of independent directors in accordance with the regulations.
Article 7 independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions with reference to the requirements of the CSRC.
Chapter II Conditions of appointment of independent directors
Article 8 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) independent directors and persons to be independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC;
(VI) other conditions stipulated by laws, regulations and the articles of association.
Chapter III independence of independent directors
Article 9 the following persons shall not serve as independent directors of the company:
(I) the 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 in law, daughter-in-law and son-in-law, 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 and 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) work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work 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 past year;
(VIII) it is prohibited to serve as a director of the company in accordance with Article 146 of the company law;
(IX) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(x) being publicly recognized by Shenzhen Stock Exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
（11） 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;
（12） Being investigated by China Securities Regulatory Commission or judicial organ due to being suspected of illegal and criminal acts of securities and futures, and there is no clear conclusion
（13） Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months;
（14） 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;
（15） 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;
（16） Other personnel specified in the articles of Association;
（17） Other personnel recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange.
Chapter IV nomination, election, appointment 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 nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 12 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 disclose the above contents in accordance with the provisions. Article 13 before the general meeting of shareholders for the election of independent directors is held, the company shall submit the relevant materials of all nominees to the CSRC, the dispatched office of the CSRC where the company is located and Shenzhen Stock Exchange at the same time. The CSRC and Shenzhen Stock Exchange shall review the employment data and independence of the candidates for independent directors, and the nominees who disagree with the CSRC or Shenzhen Stock Exchange, Can be a candidate for director of the company, but not as an independent director candidate.
Article 14 after the company publicly issues shares, the board of directors of the company shall explain whether the candidates for independent directors are objected by the CSRC when holding a general meeting of shareholders to elect independent directors.
Article 15 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 16 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times (fax is deemed to be in person), the board of directors shall request the general meeting of shareholders to replace him. 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 as a special disclosure. If the removed independent director considers that the company’s reason for removal is improper, he may make a public statement.
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.
If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the rules for independent directors 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.
Chapter V special code of conduct of independent directors
Article 18 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 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 timely notify the company and submit his resignation.
Article 19 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by laws, regulations, normative documents and the articles of association, the company shall also give independent directors 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 approved by independent directors and submitted to the board of directors for discussion after being approved by independent directors; 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) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene a meeting of the board of directors;
(VI) independently employ external audit institutions and consulting institutions;
(VII) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
Article 20 when exercising the special functions and powers specified in Article 19 above, independent directors shall obtain the consent of more than half of all independent directors.
Article 21 if the proposal made by the independent director in accordance with Article 19 is not adopted or his functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 22. The members nominated by the independent audit committee of the board of directors shall account for one or more of the proportion of the members of the independent audit committee under the board of directors.
Chapter VI independent opinions of independent directors
Article 23 in addition to performing the above duties, independent directors 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 of the company;
(IV) 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, and whether the company has taken effective measures to recover the arrears;
(V) matters that independent directors believe may damage the rights and interests of minority shareholders;
(VI) other matters stipulated in the articles of association.
The opinions expressed by the independent directors shall be listed in the resolution of the board of directors. The independent directors shall sign and confirm the independent opinions and disclose them together with the relevant announcements of the company.
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 its obstacles. The opinions expressed by independent directors shall be clear and clear, and 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) clear concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
Article 25 If the relevant matters need to be disclosed, the company shall disclose the opinions of independent directors according to law. When the independent directors have different opinions and cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
Article 26 when independent directors find that the company has the following circumstances, they shall actively perform the obligation of due diligence and, if necessary, employ an intermediary institution to conduct special investigation:
(I) important matters are not submitted to the board of directors for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the public information;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 27 in addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange a reasonable time to conduct on-site investigation on the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of the resolutions of the board of directors. If any abnormality is found in the on-site inspection, it shall be reported to the board of directors of the company and Shenzhen Stock Exchange in time.
Independent directors shall perform their duties as directors according to law, fully understand the operation of the company and the contents of the board meeting, safeguard the interests of the company and all shareholders, and pay special attention to the protection of the legitimate rights and interests of minority shareholders.
In case of any conflict between shareholders or directors of the company, which has a significant impact on the operation and management of the company, the independent directors shall actively perform their duties and safeguard the overall interests of the company.
Article 28 in case of any of the following circumstances, the independent director shall report to the CSRC, Shenzhen Stock Exchange and the dispatched office of the CSRC where the company is located:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his functions and powers according to law;
(III) when the meeting materials of the board of directors are insufficient, the proposal of two or more independent directors in writing to postpone the meeting of the board of directors or postpone the consideration of relevant matters is not adopted;
(IV) the board of directors fails to take effective measures after reporting the suspected illegal acts of the company or its directors, supervisors and senior managers to the board of directors;
(V) other circumstances that seriously hinder independent directors from performing their duties.
Article 29 independent directors shall submit a work report to the annual general meeting of shareholders of the company, which shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) the situation of expressing independent opinions;
(III) on site inspection
(IV) propose to convene the board of directors and propose to hire or dismiss accountants
