Stock abbreviation: Offshore Oil Engineering Co.Ltd(600583) Stock Code: Offshore Oil Engineering Co.Ltd(600583)
Offshore Oil Engineering Co.Ltd(600583)
Working system of independent directors
On March 31, 2008, the company’s 2007 annual general meeting deliberated and adopted and implemented the amendments approved by the company’s 2021 annual general meeting on May 20, 2002
Chapter I General Provisions
Article 1 in order to improve, standardize and protect the rights and obligations of Offshore Oil Engineering Co.Ltd(600583) (hereinafter referred to as “the company”) independent directors and give full play to the role of independent directors, this system is formulated in accordance with the relevant laws, regulations and the articles of association of the company, such as the rules for independent directors of listed companies issued by the CSRC, the self discipline supervision guidance of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
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. Chapter II General Provisions
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 and 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.
Article 4 the number of independent directors shall not be less than one-third of the number of members of the board of directors of the company, including at least one accounting professional (with senior professional title or certified public accountant qualification).
Independent directors shall, in accordance with the requirements of the CSRC and the Shanghai Stock Exchange, participate in the special training organized by the CSRC, the Shanghai Stock Exchange and their authorized institutions.
Each independent director may concurrently hold the position of independent director of no more than five listed companies (including the company).
The specific number of independent directors for each term shall be determined by the resolution adopted by the general meeting of shareholders who elect the board of directors.
Chapter III Conditions of appointment of independent directors
Article 5 independent directors 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 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) 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 the Shanghai Stock Exchange or the articles of association.
Article 6 in addition to the basic conditions mentioned in the above article, the following persons shall not serve as independent directors of the company:
(I) employees in the company or 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) five or more direct or indirect shareholders of the company or their direct relatives who have held more than 5% of the shares of the company;
(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) persons who are not allowed to serve as directors of the company in accordance with laws, regulations and the articles of Association;
(VII) persons who raise objections to the candidate materials of their independent directors by Shanghai Stock Exchange;
(VIII) other personnel identified by the relevant provisions of the CSRC.
Chapter IV nomination, election and replacement of independent directors
Article 7 independent directors shall be nominated by 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, and shall be elected or replaced by the general meeting of shareholders. The nominees of independent directors shall obtain the consent of the nominees before nomination. The nominees shall express their opinions on the qualifications and independence of the nominees as independent directors, and the nominees shall make a public statement that there is no relationship between themselves and the company that affects their independent and objective judgment. Before the general meeting of shareholders to elect independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of the nominees to Shanghai Stock Exchange. If the board of directors 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 Shanghai Stock Exchange cannot be candidates for independent directors. When the general meeting of shareholders is held to elect independent directors, the board of directors shall explain whether the candidates for independent directors are objected by Shanghai Stock Exchange.
Article 8 The term of office of independent directors is the same as that of other 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.
Article 9 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 listed company may remove him from his post through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director believes that the company’s reason for dismissal is improper, he may make a public statement.
Article 10 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 an independent director fails to meet the qualifications of an independent director as stipulated in relevant laws and regulations and this system after taking office, he shall resign from the position of an independent director within one month from the date of such circumstances. If he fails to resign as required, the board of directors of the company shall start the decision-making process within 2 days and remove him from the post of independent director.
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 number of independent directors of the company not meeting the requirements of the rules for independent directors of listed companies, the company shall supplement the number of independent directors in accordance with the provisions.
If the proportion of independent directors in the board of directors of the company is less than one-third of all board members 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 Rights and obligations of independent directors
Article 11 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 and 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 attend the meeting of the board of directors on time, understand the production, operation and operation of the company, and actively investigate and obtain the information and materials needed to make decisions. 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 12 in addition to the functions and powers conferred on directors by the company law and other relevant laws and regulations, independent directors also have the following special functions and powers:
(I) the prior approval right of the board of directors to consider major related party transactions refers to the related party transactions with a transaction amount of more than 300000 yuan and the related party transactions with a total amount of more than 3 million yuan and higher than 0.5% of the absolute value of the company’s recently audited net assets;
(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 in public before the general meeting of shareholders is held;
Independent directors shall obtain the consent of more than half of all independent directors when exercising the above functions and powers.
(VI) with the consent of all independent directors, independent directors can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company, and the relevant expenses shall be borne by the company.
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 above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 13 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:
1. Nomination, appointment and removal of directors;
2. Appoint or dismiss senior managers;
3. 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 to the listed company with a total amount of more than 3 million yuan and more than 0.5% higher than the absolute value of the company’s recently audited net assets, and whether the company has taken effective measures to recover the arrears;
5. In the company’s annual report, make a special description of the company’s accumulated and current external guarantees, and express independent opinions;
6. When cash dividends are not included in the profit distribution plan made by the board of directors;
7. Matters that independent directors believe may damage the rights and interests of minority shareholders;
8. Other matters stipulated by laws, administrative regulations, CSRC and the articles of association. Independent directors shall express one of the following opinions on the above matters: consent, reservation and reasons; Objections and their reasons; Inability to express opinions and its obstacles.
If the relevant matters 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 14 independent directors perform their duties independently and are not affected by the company’s major shareholders, actual controllers, or other units or individuals with an interest in the company. 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.
Chapter VI guarantee for independent directors to perform their duties
Article 15 the company shall ensure that independent directors enjoy the same right to know as other directors, timely provide relevant materials and information to independent directors, regularly report the operation of the company, and organize independent directors to conduct factual investigation when necessary. The company must notify the independent directors in advance of the matters that need to be decided by the board of directors according to the legal time, and provide sufficient information at the same time. If the independent director considers that the information is insufficient, he may request 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 five years.
Article 16 the company shall provide working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors shall actively assist the independent directors in performing their duties, such as introducing the situation, providing materials, etc. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall timely contact Shanghai stock exchange for announcement.
Article 17 the relevant expenses required by independent directors in exercising their functions and powers shall be borne by the company. Article 18 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, approved and determined 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.
Article 19 the company may establish a necessary independent director liability insurance system to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VII supplementary provisions
Article 20 the system shall be formulated and interpreted by the board of directors of the company.
Article 21 the system shall come into force after being deliberated and approved by the general meeting of shareholders of the company. If the relevant provisions of this system conflict with the relevant laws, regulations and rules promulgated or modified in the future and the articles of association modified according to the legal procedures, it shall be implemented in accordance with the provisions of relevant laws, regulations, rules and articles of association, and the board of directors shall revise this system in a timely manner.
