Bece Legend Group Co.Ltd(000803)
Working system of independent directors
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure and promote the standardized operation of the company, this system is hereby formulated in accordance with relevant national laws, regulations and the provisions of the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the articles of association).
Article 2 this system is applicable to Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company” or “the company”).
Chapter II General Provisions
Article 3 the independent directors of the company refer to the directors who do not hold other positions in the company except directors and have no relationship with the company and its major shareholders that may hinder their independent and objective judgment.
Article 4 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 relevant national laws and regulations and the requirements of 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 5 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 with an interest in the company.
Article 6 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 7 among the independent directors of the company, at least one accounting professional (accounting professional refers to the person with senior professional title, associate professor or above professional title, doctoral degree or certified public accountant qualification in accounting, audit or financial management).
Article 8 if the number of independent directors of the company fails to meet the conditions for independence or other circumstances unsuitable for performing the duties of independent directors, resulting in the number of independent directors not meeting the requirements of relevant national laws and regulations, the company shall make up the number of independent directors in accordance with the regulations.
Article 9 independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Chapter III Conditions of appointment of independent directors
Article 10 serving as an independent director of the company 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 provisions; (II) have the independence required by this system;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations 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 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 11 in order to ensure the independence of independent directors, the following personnel shall not serve as independent directors of the company: (I) personnel serving in the company or its affiliated enterprises and their immediate relatives Main social relations (immediate relatives refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(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 listed company and their immediate family members;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises; (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 the China Securities Regulatory Commission (hereinafter referred to as the CSRC). Article 12 candidates for independent directors shall have no following bad records:
(I) being prohibited from entering the market by the CSRC, and the time limit has not expired;
(II) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of a listed company, and the term has not expired;
(III) 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;
(IV) 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;
(V) being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (VI) 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 serve as a director of a listed company;
(VII) 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;
(VIII) other circumstances recognized by Shenzhen Stock Exchange.
Article 13 independent directors and persons who intend to serve as independent directors shall participate in relevant training and obtain the qualification certificate of independent directors recognized by Shenzhen Stock Exchange in accordance with the requirements of the guiding opinions on the establishment of independent director system in listed companies.
If the independent director candidate fails to obtain the independent director qualification certificate when the company issues the notice of the general meeting of shareholders on the election of independent directors, he shall make a written commitment to participate in the latest independent director training and obtain the independent director qualification certificate recognized by Shenzhen Stock Exchange, and make an announcement.
Chapter IV selection and replacement of independent directors
Article 14 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 15 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 and objective judgment. Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Article 16 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of all nominees to Shenzhen 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.
Article 17 after examination and verification by Shenzhen Stock Exchange, the nominees who have objections to their qualifications and independence 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 Shenzhen Stock Exchange.
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.
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. In addition to the above circumstances and the circumstances stipulated in the company law that an independent director shall not be removed from office without reason before the expiration of his term of office. 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 20 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 proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in 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.
Chapter V functions and powers of independent directors
Article 21 in order to give full play to the role of independent directors, in addition to the functions and powers given to directors by the company law and other relevant laws and regulations, the company also gives independent directors the following special functions and powers: (I) major connected transactions (connected transactions that need to be submitted to the general meeting of shareholders for deliberation) should be approved by independent directors and submitted to the board of directors for discussion; Before making a judgment, independent directors may 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) the voting rights may be publicly solicited from shareholders before the general meeting of shareholders is held.
(VI) independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
(VII) solicit the opinions of minority shareholders, put forward profit distribution proposals, and directly submit them to the board of directors for deliberation. When independent directors exercise the functions and powers in items (I) to (V) of the preceding paragraph, they 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 22 If the proposals listed in paragraph 1 above 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.
Article 23 there shall be independent directors in the strategy, remuneration and assessment, audit, nomination and other committees under the board of directors of the company.
Chapter VI independent opinions of independent directors
Article 24 in addition to performing the above duties, independent directors shall also express independent opinions on the following major matters:
(I) related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, stock and Derivative Investment and other major matters that need to be disclosed;
(II) the company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan and more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(III) nomination, appointment and removal of directors;
(IV) appointing or dismissing senior managers;
(V) remuneration of directors and senior managers;
(VI) 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;
(VII) major asset restructuring and equity incentive plans of listed companies;
(VIII) the company plans to decide that its shares will no longer be traded on the exchange, or apply for trading or transfer in other trading places instead;
(IX) other matters that the independent directors believe may damage the rights and interests of the listed company and its minority shareholders;
(x) laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange, articles of association or other matters recognized by the CSRC.
Article 25 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; If it is impossible to express opinions and their obstacles, the opinions expressed shall be clear and clear.
Article 26 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.
Chapter VII working conditions of independent directors
Article 27 the company guarantees that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient information at the same time. If the independent directors think the information is insufficient, they can ask for supplement. The information provided by the company to the independent directors shall be kept by the company and the independent directors for at least 5 years.
Article 28 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 the deliberation of the matter, which shall be adopted by the board of directors.
Article 29 the company shall provide the working conditions necessary for independent directors to perform their duties. The Secretary of the board of directors of the company 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 handle the announcement at the stock exchange in time.
Article 30 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.
Article 31 the expenses incurred by independent directors in employing intermediaries and other expenses required for exercising their functions and powers shall be borne by the company.
Article 32 the company shall give appropriate allowances to independent directors. The standard of allowance shall be formulated by the board of directors, reviewed and approved 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 undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Article 33 the company may establish a necessary independent director liability insurance system according to the actual situation to reduce the risks that may be caused by the normal performance of duties by independent directors.
Chapter VIII supplementary provisions
Article 34 matters not covered in this system shall be handled in accordance with relevant rules and regulations or other supplementary documents. Article 35 the right to interpret this system belongs to the board of directors of the company.
Article 36 the system shall come into force after being deliberated and approved by the general meeting of shareholders.
