Sansheng Intellectual Education Technology Co.Ltd(300282)
Working system of independent directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “stock Listing Rules”) The working system of independent directors of the board of directors of the company is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM Listing and the Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the “articles of association”):
1. Establishment and number of independent directors the board of directors of the company shall include at least one-third of the independent directors and at least one accounting professional. The independent director candidate nominated as an accounting professional 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 five years of full-time working experience in professional posts such as accounting, audit or financial management.
When the independent directors of the company fail to comply with the provisions of articles 2 and 4 of this system, resulting in the number of independent directors of the company not meeting the requirements of the articles of association and this system, the board of directors of the company shall timely convene the general meeting of shareholders to supplement the number of independent directors.
Independent directors shall perform their duties independently and impartially, and shall not be affected by the major shareholders, actual controllers or other units and individuals having an interest in the listed company. If it is found that the matters under consideration affect its independence, it shall declare to the listed company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall timely notify the listed company and submit his resignation.
2. Qualification of independent directors
Independent directors must have no relationship with the company and its major shareholders that may affect their independent and objective judgment on the company’s decisions and affairs, nor be controlled or influenced by other directors.
Independent directors must meet the following conditions: (I) be qualified to serve as directors of Listed Companies in accordance with laws, administrative regulations and other relevant provisions; (II) do not hold any position other than director in the company, and have no relationship with the company and its major shareholders that may hinder its independent and objective judgment; (III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules; (IV) more than five years of working experience in law, economic management, accounting, finance or other necessary work experience for performing the duties of independent directors; (V) serve as independent directors in up to five listed companies (including the company), and ensure sufficient time and energy to effectively perform the duties of independent directors; (VI) other conditions stipulated in the articles of association.
In addition to those who are not allowed to serve as directors of the company, the following persons shall not serve as 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 and children; main social relations refer to brothers and sisters, spouses and parents, children’s spouses, brothers and sisters’ spouses, brothers and sisters of spouses, etc.); (II) one of the ten or more direct or indirect shareholders of the company and their direct relatives; (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; (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) other personnel specified in the articles of Association;
(x) other personnel recognized by the CSRC or the stock exchange.
The immediate relatives mentioned in Item (I) of the preceding paragraph refer to spouses, parents, children, etc; The relationship between parents, brothers, sisters, etc. The affiliated enterprises of the controlling shareholders and actual controllers of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company according to article 10.1.4 of the stock listing rules.
The major business transactions mentioned in the preceding paragraph refer to the matters that need to be submitted to the general meeting of shareholders for deliberation according to the stock listing rules of the stock exchange and other relevant provisions or the articles of association of the company, or other major matters recognized by the stock exchange. The term “holding a post” as mentioned in the preceding paragraph refers to serving as a director, supervisor, senior manager and other staff. 3. Selection and appointment of independent directors (I) the selection of independent directors shall meet the following requirements:
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.
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 inform all shareholders or publish the above contents in accordance with the provisions of the CSRC after the company’s shares are listed.
After the company’s shares are listed and before the shareholders’ meeting 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 the stock exchange where the company’s shares are listed and traded at the same time. 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.
Nominees who disagree with the CSRC may be candidates for directors of the company, but not candidates for independent directors.
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 CSRC. (II) 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.
4. Removal and resignation of independent directors
The removal of independent directors shall be approved by the general meeting of shareholders. Independent directors shall not be removed from office before the expiration of their term of office unless they are under the following circumstances: (I) they shall not serve as directors as stipulated in the company law; (II) serious dereliction of duty by independent directors; (III) the independent director is unable to attend the board meeting of the company in person for two consecutive times and fails to entrust other independent directors to attend; (IV) independent directors submit their resignation before the expiration of their term of office.
When an independent director resigns, he shall submit a written resignation report to the board of directors and explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors at the latest general meeting of shareholders. If the number of independent directors of the company fails to meet the requirements of the articles of association and the system 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.
In case of the above situation, the board of directors, the board of supervisors or the nominated shareholders shall propose to convene an extraordinary general meeting of shareholders, and the company’s general meeting of shareholders shall elect new independent directors.
5. Special powers of independent directors
In addition to the functions and powers conferred on the directors by the company law and other relevant laws and regulations, the independent directors shall fully exercise the following special functions and powers: (1) major related party transactions (referring to related party transactions with a total amount of more than 3 million yuan or accounting for more than 5% of the latest audited net asset value of the company) shall be approved by the independent directors in advance and submitted to the board of directors for discussion. 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 proposals on profit distribution and conversion of capital reserve into shares, and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) solicit voting rights from shareholders before the general meeting; (VII) 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 in items (I) to (VI) of the preceding paragraph; The exercise of the functions and powers in Item (VII) of the preceding paragraph shall be subject to the consent of all independent directors. Items (I) and (II) of paragraph 1 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.
6. Opinions of independent directors
Independent directors shall 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; （4） The company’s shareholders, actual controllers and their affiliated enterprises have loans or other capital transactions with a total amount of more than 3 million yuan or more than 5% of the company’s latest audited net asset value, and whether the company has taken effective measures to recover the arrears; （5） Appointment and dismissal of accounting firms; （6） Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards; （7） The company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms; （8） Internal control evaluation report; （9） The scheme for the relevant parties to change their commitments; （10） The impact of preferred stock issuance on various shareholders’ equity of the company; （11） The 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;
（12） Related party transactions that need to be disclosed, provision of guarantees (except for guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, independent change of accounting policies of the company, investment in stocks and their derivatives and other major matters; （13） Major asset restructuring plan, equity incentive plan, employee stock ownership plan and share repurchase plan; （14） The company plans to decide that its shares will no longer be traded in the stock exchange, or apply for trading or transfer in other trading places instead; （15） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders; （16） Other circumstances stipulated by relevant laws, administrative regulations, departmental rules, normative documents, business rules of the stock exchange and the articles of association.
The types of independent opinions expressed by independent directors include consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles. The opinions expressed by independent directors shall be clear and clear.
If the matters mentioned in the first paragraph 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 cannot reach an agreement, the board of directors shall disclose the opinions of each independent director separately.
7. Ways and effectiveness of independent directors participating in the board of directors and exercising special functions and powers (I) in principle, independent directors shall personally participate in the meeting of the board of directors. Other independent directors may also be entrusted to attend the meeting of the board of directors, but the meeting of the board of directors involving the matters specified in Articles 5 and 6 shall not be entrusted to other independent directors; (II) when exercising the functions and powers specified in Articles 5 and 6 and expressing the opinions of independent directors, independent directors shall hold a consultation meeting of independent directors in advance to fully negotiate relevant matters and vote to form written decisions, proposals or opinions. Among them, the opinions of independent directors shall be made in one of the following ways: consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles.
The decisions, proposals or opinions adopted by more than half (excluding half) of the independent directors shall be regarded as the overall decisions, proposals or opinions of the independent directors; (III) the board of directors of the company must adopt the decisions and proposals of independent directors.
The opinions of independent directors shall be communicated to all shareholders. After the listing of the company’s shares, if the matters involved in the opinions of the independent directors 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.
8. Independent directors shall pay close attention to the situation of changing the appointment of accounting firms during the annual review of listed companies. In case of changing the appointment, independent directors shall express their opinions and report to the securities regulatory bureau and the exchange in time. 9. Remuneration and expenses of independent directors
The remuneration of independent directors in the company shall enjoy the allowance of independent directors within the company. The company shall bear the expenses incurred in attending the board of directors, shareholders’ meeting and other duties of independent directors.
10. Other matters (I) matters not covered in this system concerning the participation of independent directors in the meeting of the board of directors shall refer to and implement the rules of procedure of the board of directors; (II) the system is approved by the board of directors of the company and interpreted by the board of directors.
