Working system of independent directors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”), standardize the company’s behavior, give full play to the role of independent directors in corporate governance, and promote the independent directors to fulfill their duties, so as to protect the Shenzhen Stock Exchange of all shareholders, especially small and medium-sized shareholders, from damage, This system is formulated 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 other laws and regulations, the rules for independent directors of listed companies and the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company shall appoint appropriate personnel as independent directors. The number of independent directors of the company shall not be less than 1 / 3 of the number of the board of directors of the company, and at least one independent director shall be an accounting professional.
Independent directors shall account for more than half of the audit committee, remuneration and assessment committee and nomination committee established by the board of directors of the company, and the independent directors shall act as the convener. At least one independent director of the audit committee is an accounting professional, and the convener of the audit committee shall be an accounting professional.
Article 3 an independent director does not hold any position other than an independent director in the company, and there is no situation with the company and its major shareholders that may hinder his independent and objective judgment.
Article 4 independent directors shall have the obligation of good faith and diligence to the company and all shareholders, and 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 Shenzhen Stock Exchange, which is not damaged by minority shareholders.
Chapter II independence requirements of independent directors
Article 5 independent directors must be independent.
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 or individuals having an interest in the company.
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 effectively perform their duties. Article 6 the following persons shall not serve as independent directors of the company:
(I) personnel working in the company or its affiliated enterprises and their immediate family members and main social relations; (II) shareholders who directly or indirectly hold more than 1% of the issued shares of the company or are natural persons among the top ten shareholders of the 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 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) persons who have had the situations listed in the preceding six items in the most recent year;
(VI) other personnel stipulated by laws, administrative regulations and departmental rules;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange.
The affiliated enterprises of the controlling shareholders and actual controllers of the company in items 4, 5 and 6 of the preceding paragraph do not include the affiliated enterprises that do not form an affiliated relationship with the company as stipulated in the Shenzhen Stock Exchange GEM Listing Rules.
“Major social relations” in the first paragraph refers to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with the Listing Rules of Shenzhen Stock Exchange on the gem of Shenzhen Stock Exchange and other relevant provisions of Shenzhen Stock Exchange or the articles of association of listed companies, or other major matters recognized by Shenzhen Stock exchange; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Chapter III Conditions of appointment of independent directors
Article 7 an independent director of the company shall have the qualifications suitable for the exercise of his functions and powers. Serving as an independent director of the company shall meet the following conditions:
(I) be qualified to serve as a director of the company in accordance with laws, regulations and other relevant provisions;
(II) have the independence required by laws, regulations, articles of association and relevant regulations;
(III) have basic knowledge of the company’s operation and be familiar with relevant laws, administrative regulations, rules and rules; (IV) more than five years of working experience in law, economics, management, accounting, finance or other necessary work experience for performing the duties of independent directors;
(V) other qualifications determined by laws, regulations and the articles of association.
Independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the provisions.
Article 8 candidates for independent directors shall not be nominated as directors of listed companies according to laws, regulations and other relevant provisions, and shall not have the following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) 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;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months; (IV) as the object of punishment for dishonesty, he has been identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of the company;
(V) within 12 months after 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 in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VI) other circumstances recognized by the stock exchange.
Chapter IV 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 company’s shares may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 10 the nominees of independent directors shall obtain the consent of the nominees before nomination. The nominee shall fully understand the nominee’s occupation, education, professional title, detailed work experience, all part-time jobs, etc., carefully verify the employment conditions of independent director candidates and whether there are circumstances affecting their independence, make a statement on the verification results, and express opinions on their qualification and independence as independent directors.
The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent and objective judgment, and make a statement on whether he meets the requirements of laws and regulations and relevant rules of Shenzhen Stock Exchange on the appointment conditions and independence of independent directors.
When nominating candidates for independent directors, in addition to complying with the terms of office and the provisions of accounting professionals, the nominees of independent directors shall focus on whether the candidates for independent directors have the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than half of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director; (II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) serving as a director, supervisor or senior manager in more than five companies at the same time;
(IV) being removed from office by a listed company before the expiration of the term of office of an independent director in the past;
(V) being punished by other relevant departments other than the CSRC within the last 36 months;
(VI) other circumstances that may affect the integrity, diligence and independent performance of duties of independent directors.
In case of any of the above circumstances, the nominee of the independent director candidate shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
Article 11 a candidate nominated as an independent director as an accounting professional shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the professional 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 those who have served as independent directors in five domestic listed companies shall not be nominated as independent director candidates of the company.
Article 13 the company shall submit the declaration of independent director nominees, the declaration of independent director candidates and the resume of independent director candidates to Shenzhen Stock Exchange at the latest when issuing the notice of the general meeting of shareholders on the election of independent directors, and disclose the relevant announcements. 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.
Article 14 before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall submit the detailed information such as the occupation, educational background, professional qualification, detailed work experience and all part-time jobs of the candidates for independent directors to the website of Shenzhen stock exchange for publicity at the latest when issuing the notice of the shareholders’ meeting for the election of independent directors, The publicity period is three trading days. During the publicity period, if any unit or individual has any objection to the employment conditions and independence of independent director candidates, they can give feedback to Shenzhen Stock Exchange on the employment conditions of independent director candidates and the situation that may affect their independence through the channels provided on the website of Shenzhen Stock Exchange.
Independent director candidates and nominees shall check all relevant information disclosed or publicized by the company. If there are errors or omissions in the contents disclosed or publicized, they shall inform the company to correct them in time. Article 15 the board of directors, independent director candidates and independent director nominees of the company shall truthfully answer the inquiries of Shenzhen Stock Exchange within the specified time, and timely supplement relevant materials to Shenzhen Stock Exchange as required. In case of failure to answer inquiries or supplement relevant materials in time as required, Shenzhen Stock Exchange will decide whether to raise objections to the employment conditions and independence of independent director candidates according to the existing materials.
Article 16 if the candidate for independent director does not meet the requirements for the holding of office or independence of independent director, Shenzhen Stock Exchange may raise an objection to the holding of office and independence of the candidate for independent director, and the company shall timely disclose the contents of the objection letter of Shenzhen Stock Exchange.
The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Article 17 If Shenzhen stock exchange is concerned about other situations of independent director candidates, the company shall timely disclose the contents of the letter of concern of Shenzhen Stock Exchange, and the nominees of independent directors shall disclose the reply to the letter of concern of Shenzhen stock exchange no later than two trading days before the date of the general meeting of shareholders, and explain the specific situations of the matters of concern of Shenzhen Stock Exchange Whether the candidate is still recommended, and if it continues to be recommended, explain the specific reasons, whether it has an impact on the standardized operation and corporate governance of the company and the 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 Shenzhen Stock Exchange and its specific circumstances.
Article 18 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. 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 19 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 20 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 listed company shall disclose it as a special disclosure.
Article 21 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 company’s independent directors fail to meet the qualifications of independent directors after taking office, resulting in the number of independent directors failing to meet the requirements of these rules, the company shall make up the number of independent directors as required.
If the proportion of independent directors in the board of directors of the company is less than 1 / 3 of the number 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 the independent director who proposes to resign shall continue to perform his duties until the date of the emergence of the new independent director. If a director or supervisor resigns, the company shall complete the by election within two months to ensure that the composition of the board of directors and the board of supervisors complies with the provisions of laws, regulations and the articles of association.
Chapter V Rights and obligations of independent directors
Article 22 independent directors shall have the obligation of good faith and diligence to the company and all shareholders, 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 minority shareholders by Shenzhen Stock Exchange. 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 23 in addition to the rights and obligations of directors stipulated in laws, regulations, the articles of association and other relevant provisions, 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) shall be 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 accountants
