Mengshi new energy technology (Henan) Co., Ltd
Working rules for independent directors
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as the "company"), safeguard the overall interests of the company and 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 the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) These rules are formulated in accordance with the relevant provisions of laws, regulations, administrative rules, normative documents and the articles of association, such as the rules for independent directors of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the "standardized operation guidelines").
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 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, regulations 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. 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, and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 the members of the board of directors of the company shall include at least one-third of the independent directors, including at least one accounting professional.
Article 6 if the independent directors fail to meet the independent conditions 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 and pass the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Article 8 the provisions relating to directors in relevant laws, regulations and the articles of association shall apply to independent directors.
Chapter II Conditions of appointment of independent directors
Article 9 an independent director of the company shall meet the following basic conditions:
（1） Provisions of the company law on the qualification of directors;
（2） Relevant provisions of the civil servant law of the people's Republic of China (if applicable);
（3） Relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
（4） Relevant provisions of the notice of the CPC Central Commission for Discipline Inspection on standardizing the appointment of middle management cadres as independent directors and independent supervisors of listed companies and fund management companies after resigning from public office or retirement (if applicable);
（5） Relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises (if applicable);
(VI) relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision (if applicable);
(VII) relevant provisions of Shenzhen Stock Exchange's business rules such as the guidelines for standardized operation;
(VIII) other laws, administrative regulations, departmental rules, normative documents and other provisions on the qualifications, conditions and requirements of independent directors.
Article 10 candidates for independent directors of the company shall have basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules and normative documents, have more than five years of working experience in law, economy, accounting, finance, management or other necessary work experience for performing the duties of independent directors, and have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. Article 11 independent directors must be independent.
The following persons shall not be nominated as independent directors of the company:
（1） Personnel working in the company or affiliated enterprises of the company and their immediate relatives and main social relations (immediate relatives 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.);
（2） Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders among the top ten shareholders of the company and their immediate family members;
（3） Shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or the personnel working in the top five shareholder units of the company and their immediate family members;
（4） Persons who hold posts in the controlling shareholders, actual controllers and their affiliated enterprises of the company and their immediate family members;
（5） Personnel providing financial, legal, consulting and other 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;
（6） 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;
（7） Persons who have had one of the situations listed in the preceding six items in the last 12 months;
（8） Within the last 12 months, the candidates for independent directors, the units in which they have served and other personnel who have affected their independence;
（9） Being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
（10） Being publicly recognized by the stock exchange as unfit for being a director, supervisor or senior manager of a listed company, 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 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;
（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 circumstances identified by Shenzhen Stock Exchange.
The affiliated enterprises of the controlling shareholder and actual controller 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 6.3.4 of the stock listing rules of Shenzhen Stock Exchange.
Article 12 the duties of loyalty and diligence that independent directors should perform include:
（1） Attend the board of directors in person, act diligently with normal and reasonable prudence, and express clear opinions on the matters discussed; If it is unable to attend the board of directors in person for some reason, it shall carefully choose other independent directors to vote by proxy;
（2） Carefully read the company's business and financial reports and public media reports on the company, timely understand and pay attention to the company's business operation and management status, major events that have occurred or may occur and their impact, timely report the problems existing in the company's business activities to the board of directors, and shall not shirk responsibility on the grounds of not directly engaging in operation and management or not knowing;
（3） Other obligations of loyalty and diligence stipulated in articles 148 and 149 of the company law and recognized by the society.
Chapter III nomination, election and replacement of independent directors
Article 13 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 14 the nominees of independent directors shall obtain the consent of the nominees before nomination, and the candidates shall make a written commitment to accept the nomination before the shareholders' meeting.
Article 15 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 on any relationship between himself and the company that affects his independent and objective judgment.
Before the general meeting of shareholders for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the regulations, and the nominees shall promise that their information is true, accurate and complete, and ensure that they will earnestly perform their duties as directors after being elected.
Article 16 The term of office of independent directors is the same as that of other directors of the board of directors of the company. Upon expiration of their term of office, they can be re elected, but the term of re-election shall not exceed six years. If he has served as an independent director of the company for six consecutive years, he shall not be nominated as a candidate for independent director of the company within 12 months from the date of this fact.
Article 17 before the shareholders' meeting for the election of independent directors is held, the board of directors of the company shall publish the relevant contents in accordance with Article 15 of these rules, and submit the relevant materials of all nominees to the stock exchange. 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.
If the candidate for independent director does not meet the requirements for the qualification or independence of independent director, Shenzhen Stock Exchange may raise an objection to the qualification and independence of the candidate for independent director, and the company shall timely disclose the contents of the objection letter of Shenzhen Stock Exchange.
When holding the general meeting of shareholders to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by the Shenzhen Stock Exchange. The company shall not submit the candidate of independent director who raises objection from Shenzhen Stock Exchange to the general meeting of shareholders for election as an independent director. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
If the Shenzhen stock exchange is concerned about other situations of the independent director candidate, the company shall disclose the contents of the letter of concern of the Shenzhen Stock Exchange in a timely manner, and the independent director nominee shall disclose the reply to the letter of concern of the Shenzhen stock exchange no later than two trading days before the date of the general meeting of shareholders, stating the specific situations of the matters concerned by the Shenzhen Stock Exchange, whether the candidate is still recommended, and if it continues to be recommended, the specific reasons Whether it has an impact on the company's standardized operation and corporate governance and countermeasures.
When the company holds a general meeting of shareholders to elect independent directors, it shall explain whether the relevant information of independent director candidates is concerned by the Shenzhen Stock Exchange and its specific circumstances.
Article 18 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 19 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 independent director shall state in the resignation report the time of resignation, the reason for resignation, the position resigned, whether to continue to serve in the company and its holding subsidiaries after resignation (if continuing to serve, explain the situation of continuing to serve), etc.
If the number or proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the detailed rules due to the resignation of independent directors, the number of independent directors is less than one-third of the members of the board of directors 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 the vacancy, and before the re elected independent director takes office, Independent directors shall still perform their duties in accordance with laws, regulations and the articles of association. The board of directors shall convene a general meeting of shareholders to elect independent directors within two months.
Article 20 if the number of independent directors is less than one-third of the number of the board of directors due to the following circumstances, or the independent directors are unable to perform their duties diligently, the Secretary of the board of directors shall report to the board of directors on the day of such circumstances, and the board of directors shall propose to convene a shareholders' meeting to elect independent directors within 30 days. The remuneration and assessment committee of the board of directors shall put forward opinions on the candidates of independent directors to the board of directors:
（1） Having no or limited capacity for civil conduct;
（2） Being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than five years, or being deprived of political rights for a crime, and the expiration of the execution period is less than five years;
（3） Less than three years have passed since the completion of the bankruptcy liquidation of the company or enterprise where he has served as a director, factory director or manager of the company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise;
（4） Having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company or enterprise;
（5） A large amount of personal debt is not paid off when due;
（6） Independent directors no longer have the independence specified in Article 11 of these rules;
（7） Other circumstances leading to the inability of independent directors to perform their duties.
Chapter IV special functions and powers of independent directors
Article 21 independent directors shall perform their duties independently and impartially, and shall not be influenced 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 notify the company in time and put forward solutions. If necessary, he shall resign.
Article 22 independent directors shall fully exercise 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 submitted to the board of directors for discussion after being approved by independent directors. Independent directors can hire intermediaries to issue special reports before making judgments;
（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;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation;
（5） Propose to convene the board of directors;
（6） Solicit investment from shareholders publicly before the general meeting of shareholders
