Linewell Software Co.Ltd(603636)
Working system of independent directors
Adopted at the founding meeting and the first general meeting of shareholders on February 18, 2011
Revised for the first time at the 2020 annual general meeting of shareholders on May 12, 2021
May 18, 2022 second revision of 2021 annual general meeting of shareholders
Quanzhou, China
May, 2002
catalogue
Chapter I General Provisions Chapter II qualifications of independent directors Chapter III nomination, election and replacement of independent directors Chapter IV responsibilities and authorities of independent directors Chapter V working conditions of independent directors 9 Chapter VI Supplementary Provisions nine
Linewell Software Co.Ltd(603636)
Working system of independent directors
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company”), effectively protect the interests of minority shareholders and stakeholders, and promote the standardized operation of the company, in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the filing and training of independent directors of listed companies, and the guidelines on the performance of independent directors of listed companies This system is formulated in accordance with the provisions of laws, administrative regulations and normative documents such as the code for the governance of listed companies and the Linewell Software Co.Ltd(603636) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
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.
Chapter II qualifications of independent directors
Article 3 the board of directors of the company shall have more than one-third of independent directors, including at least one accounting professional.
Article 4 basic conditions for independent directors:
(I) be qualified to serve as a director of a listed company in accordance with the company law of the people’s Republic of China and other laws, administrative regulations, normative documents and the articles of Association;
(II) have the independence required by relevant laws, administrative regulations and normative documents;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) more than 5 years of working experience in law, economics or other necessary for performing the duties of independent directors;
(V) other conditions stipulated in relevant laws, administrative regulations, normative documents and the articles of association. Article 5 candidates for independent directors shall be independent and shall not fall under the following circumstances:
(I) personnel working in listed companies or their affiliated enterprises, their immediate family members and their main social relations;
(II) directly or indirectly holding more than 1% of the issued shares of the listed company or being a natural person shareholder among the top ten shareholders of the listed company and their immediate family members;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate family members;
(IV) persons who hold posts in the actual controllers of listed companies and their affiliated enterprises;
(V) personnel who provide financial, legal, consulting and other services for the listed 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 responsible persons;
(VI) serve as a director, supervisor or senior manager in a unit with significant business dealings with the listed 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 without independence.
Article 6 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 7 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 perform their duties.
Article 8 independent directors and persons who intend to serve as independent directors shall obtain the qualification certificate of independent directors in accordance with the relevant provisions of the CSRC. If the independent director candidate fails to obtain the independent director qualification certificate at the time of nomination, he shall make a written commitment to participate in the latest independent director qualification training and obtain the independent director qualification certificate.
Chapter III nomination, election and replacement of independent directors
Article 9 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 by the general meeting of shareholders.
Article 10 the nominee of an independent director shall obtain the consent of the nominee before nomination, and the nominee shall issue a written opinion to the company. 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 commitment that there is no 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 shall announce the above contents in accordance with the provisions and go through the relevant filing procedures in accordance with the guidelines for the filing and training of independent directors of listed companies. The company can perform the procedures of the general meeting of shareholders and elect independent directors only after Shanghai Stock Exchange has no objection to the relevant candidates.
Article 11 the independent directors appointed by the company shall include at least one accounting professional.
An accounting professional who has at least one of the following professional knowledge and experience:
(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 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 12 the company shall disclose the detailed information of the candidates for independent directors before the general meeting of shareholders, so as to ensure that shareholders have sufficient knowledge of the candidates when voting.
Article 13 the voting requirements for the election of independent directors are the same as those for the election of directors of the company. The term of office of independent directors is the same as that of other directors of the company. They can be re elected at the expiration of their term of office, but the term of re-election shall not exceed 6 years. If a director is not re elected in time after the expiration of his term of office, the original independent director shall still perform the duties of independent director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected independent director takes office.
Article 14 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.
Article 15 before the expiration of the term of office of an independent director, the listed company may remove him through legal procedures. In case of early dismissal, the listed company shall disclose it as a special disclosure.
Article 16 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. Explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company. If the number of directors of the company is lower than that required by the articles of association due to the resignation of independent directors, or the proportion of independent directors is less than one-third of the members of the board of directors, or there is a lack of accounting professionals among independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy. The original nominee of the independent director or the board of directors of the listed company shall nominate new independent director candidates within 90 days from the date of resignation of the independent director.
Article 17 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 proportion of independent directors of the company being lower than the minimum requirements specified in relevant laws, administrative regulations, normative documents and the articles of association, the company shall supplement the number of independent directors as required.
Chapter IV responsibilities and authorities of independent directors
Article 18 in order to give full play to the role of independent directors, in addition to the functions and powers of directors stipulated in the company law and other laws, administrative regulations and normative documents as well as the articles of association, independent directors also 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) should be approved by the independent directors and submitted to the board of directors for discussion. Before the independent directors make judgment, they 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) 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;
(VII) other special functions and powers stipulated in relevant laws, administrative regulations, normative documents and the articles of association.
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 exercise of the functions and powers in Item (VI) of the preceding paragraph shall be subject to the consent of all independent directors.
Items (I) (II) can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
Article 19 If the above proposals are not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 20 if the board of directors of the 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.
Article 21 in addition to exercising the above special functions and powers, 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) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulate profit distribution policies, profit distribution plans and cash dividend plans;
（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, use of raised funds, investment in stocks and their derivatives 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 persons of listed companies;
（13） The company intends to decide that its shares will no longer be traded on the exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters required by laws, regulations and relevant provisions of the exchange.
Article 22 independent directors shall express the following opinions on the above matters:
(I) consent;
(II) reservations and their reasons;
(III) objections and their reasons;
(IV) inability to express opinions and its obstacles.
Article 23 the independent opinions issued by independent directors on major matters shall at least include the following contents: (I) basic information of major matters;
(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 listed companies 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 state the reasons and obstacles to express their opinions.
The independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Article 24 If the relevant matters need to be disclosed, the listed 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 25 If an independent director finds that a listed company has any of the following circumstances, he shall actively perform the obligation of due diligence and report to the Shanghai Stock Exchange in time. If necessary, he shall hire an intermediary institution for special verification:
(I) important matters fail to perform the review procedures 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 information disclosure;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 26 in case of any of the following circumstances, the independent director shall report to the Shanghai Stock Exchange in a timely manner: (I) being dismissed by the company, I think the reason for dismissal is improper;
