Pharmaron: "Working System for Independent Non-executive Directors" (October 2025)
Working system of independent non-executive directors of Pharmaron Chemical (Beijing) New Drug Technology Co., Ltd.
china beijing
October 2025
Pharmaron Chemical (Beijing) New Drug Technology Co., Ltd.
Working system of independent non-executive directors
Chapter 1 General Principles
Article 1 In order to improve the governance structure of Pharmaron Chemicals (Beijing) New Drug Technologies Co., Ltd. (the "Company"), standardize the company's operations, better safeguard the overall interests of the company, and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, from harm, in accordance with the Company Law of the People's Republic of China ("Company Law"), the China Securities Regulatory Commission ("CSRC"), the place where the company's shares are listed, In accordance with the provisions of the listing rules of the stock exchange (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")) and the Articles of Association of Pharmaron Chemical (Beijing) New Drug Technology Co., Ltd. (the "Articles of Association"), the "Working System for Independent Non-executive Directors of Pharmaron Chemical (Beijing) New Drug Technology Co., Ltd." ("the System") is formulated.
Article 2 Independent non-executive directors refer to directors who do not hold any other position in the company except independent non-executive directors, and have no direct or indirect interest relationship with the company, its major shareholders and actual controllers, or other relationships that may affect their independent and objective judgment.
Independent non-executive directors shall perform their duties independently and shall not be influenced by the company, its major shareholders, actual controllers and other units or individuals.
Independent non-executive directors have a duty of loyalty and diligence to the company and all shareholders. They should conscientiously perform their duties in accordance with laws, administrative regulations, regulations of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and the provisions of the Articles of Association. They should play a role in decision-making, supervision, checks and balances, and professional consultation on the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 3 The company shall have 3 independent non-executive directors. If the number of board members specified in the Articles of Association is changed, the proportion of independent non-executive directors on the board of directors shall not be less than one-third or at least three (whichever is higher) and shall include at least one accounting/finance professional.
The company should set up an audit committee in the board of directors. The members of the audit committee shall be directors who do not serve as senior managers of the company, among whom the majority shall be independent non-executive directors, and the accounting/finance professionals among the independent non-executive directors shall serve as the convener.
The company sets up special committees on nomination, remuneration and assessment, and strategy in the board of directors as needed. Independent non-executive directors shall constitute the majority of the nomination committee and the remuneration and appraisal committee and shall serve as the convener.
Chapter 2 Qualifications of Independent Non-executive Directors
Article 4 Independent non-executive directors must maintain independence. The following persons are not allowed to serve as independent non-executive directors of the company:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
(5) Persons who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with major business dealings and their controlling shareholders or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in items (1) to (6) in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange and the Articles of Association;
"Affiliated enterprises" in the preceding paragraph refer to enterprises that are directly or indirectly controlled by relevant entities; "major social relationships" refer to brothers and sisters, spouses of brothers and sisters, parents of spouses, brothers and sisters of spouses, spouses of children, parents of children's spouses, etc.; "Major business dealings" refers to business transactions in accordance with the Shenzhen Securities The GEM Stock Listing Rules of the Exchange" and other relevant provisions of the Shenzhen Stock Exchange or the Articles of Association stipulate matters that need to be submitted to the shareholders' meeting for review, or other major matters identified by the Shenzhen Stock Exchange; "serving" refers to serving as directors, supervisors, senior managers and other staff.
Independent non-executive directors shall conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent non-executive directors every year and issue special opinions, which should be disclosed together with the annual report.
Article 5 To serve as an independent non-executive director of the company, he must meet the following qualifications:
(1) Qualified to serve as a director of the company in accordance with laws, regulations and other relevant provisions (including the independence requirements in Chapter 3 of the Listing Rules);
(2) Meet the independence requirements stipulated in laws, regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, the Articles of Association, and this system;
(3) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent non-executive director;
(4) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, the Articles of Association and this system.
When evaluating the independence requirements in Chapter 3 of the Listing Rules mentioned in the preceding paragraph, the Hong Kong Stock Exchange will consider the following factors, but each factor may not necessarily lead to a conclusion. However, if the following circumstances occur, the director's independence may be more likely to be questioned:
(1) The director has acquired any securities interests in the listed issuer in the form of gifts or other financial assistance from core connected persons (as defined in the Listing Rules) or the listed issuer itself. However, subject to the Listing Rules, if the director receives shares or securities interests from the listed issuer or its subsidiaries (but not from core connected persons) as part of his director's fee or pursuant to a share scheme established under Chapter 17 of the Listing Rules, the director will still be regarded as an independent director;
(2) The director is or was a director, partner or principal of a professional consultant who was currently providing services to the following companies/persons or had provided services to the following companies/persons within two years before his appointment, or was an employee of the professional consultant who was participating in, or had been involved in, providing relevant services to the following companies/persons during the same period:
A. The listed issuer, its holding company or any of their respective subsidiaries or core connected persons;
or
B. Any person who has been the controlling shareholder of the listed issuer, or (if the issuer has no controlling shareholder) any person who has been the chief executive or director (other than an independent non-executive director) of the listed issuer, or any of his close associates in the two years prior to the date on which the person is proposed to be appointed as an independent non-executive director;
(3) The director currently has or has had a material interest in any major business activities of the listed issuer, its holding company or their respective subsidiaries within one year prior to the date of proposed appointment as an independent non-executive director; or is or has been involved in major commercial transactions with the listed issuer, its holding company or their respective subsidiaries, or with any core connected persons of the listed issuer;
(4) The purpose of the director's appointment as a board member is to protect an entity whose interests are different from the interests of shareholders as a whole;
(5) The director was, or within two years prior to the date of proposed appointment as an independent non-executive director, previously related to a director, chief executive or major shareholder of the listed issuer1;
(6) The director is (or has been within two years before the date of his proposed appointment as a director) an executive or director (other than an independent non-executive director) of the listed issuer, its holding company or any of their respective subsidiaries, or any core connected person of the listed issuer. "Executive personnel" includes any person holding management responsibilities in the company and those who hold the position of company secretary; and
(7) The director is financially dependent on the listed issuer, its holding company or any of their respective subsidiaries, or core connected persons of the listed issuer.
Article 6 In principle, independent non-executive directors can serve as independent directors/independent non-executive directors in up to three domestic listed companies (including the Company), up to six companies listed on the Hong Kong Stock Exchange, and up to seven companies listed on any exchange (including the Company), and should ensure that they have sufficient time and energy to effectively perform the duties of independent non-executive directors.
1 For the purposes of Rule 3.13(6), any person who lives together as a spouse with a director, chief executive or substantial shareholder of a listed issuer, and the children and step-children, parents and step-parents, brothers, sisters and step-siblings of such director, chief executive or substantial shareholder, are deemed to be related to the director, chief executive or substantial shareholder. In some cases, the following relatives of the director, chief executive or major shareholder: spouse's parents, children's spouses; grandparents, grandchildren; parents' brothers and sisters and their spouses; cousins, brothers and sisters' spouses, spouse's brothers and sisters; and brothers and sisters' children, may also be regarded as having the same relationship with the relevant director, chief executive or major shareholder. In these circumstances, the listed issuer will provide all relevant information and data to the Exchange to enable the Hong Kong Stock Exchange to make a decision.
Chapter 3 Nomination, election and replacement of independent non-executive directors
Article 7 Independent non-executive directors shall be elected or replaced by the shareholders’ meeting. The term of independent non-executive directors is 3 years. Upon expiration of the term, the independent non-executive directors may be re-elected, but the re-election period shall not exceed 6 years.
The company's board of directors and shareholders individually or jointly holding more than 1% of the company's issued shares may nominate candidates for independent non-executive directors. The above-mentioned nominator shall not nominate persons who have an interest in him or persons who have other close relations that may affect the independent performance of his duties as candidates for independent non-executive directors.
Investor protection institutions established in accordance with the law may publicly request shareholders to entrust them to exercise the right to nominate independent non-executive directors on their behalf.
Nominators of independent non-executive directors should obtain the consent of the nominee before nomination. The nominator should fully understand the nominee's occupation, education, professional title, detailed work experience, all part-time jobs, whether there is any bad record such as major breach of trust, etc., and express opinions on his/her independence and other conditions for serving as an independent non-executive director. The nominee should make a public statement that he or she meets the independence and other conditions required to serve as an independent non-executive director. When issuing a notice of shareholders’ meeting to elect independent non-executive directors, relevant materials of independent non-executive director candidates (including but not limited to nominator statement, candidate statement, independent non-executive director resume, information required by Article B.3.4 of the Corporate Governance Code of Appendix C1 of the Listing Rules, etc.) should be disclosed in an appropriate form in accordance with the requirements of the law and other rules applicable to the company.
The Nomination Committee shall review the qualifications of the nominees and formulate clear review opinions.
Article 8 Candidates for independent non-executive directors nominated as accounting professionals shall have extensive professional accounting knowledge and experience. In addition to meeting the relevant requirements of Article 3.10(2) of the Listing Rules, they shall also meet at least one of the following conditions:
(1) Possess the qualification of certified public accountant;
(2) Have senior professional titles in accounting, auditing or financial management;
(3) Have a senior professional title in economic management and have more than five years of full-time work experience in professional positions such as accounting, auditing or financial management.
Article 9 Before the shareholders' meeting to elect independent non-executive directors, the company shall submit the "Statement and Commitment of the Independent Director Nominator", "Statement and Commitment of the Independent Director Candidate", "Resume of the Independent Director Candidate" and other relevant materials to the stock exchange where the company's shares are listed, disclose relevant statements and commitments and the review opinions of the nomination committee, and ensure that the contents of the announcement are true, accurate and complete. If the company's board of directors has objections to the relevant circumstances of the independent non-executive director candidates, it shall also submit the written opinions of the board of directors.
If an independent non-executive director candidate does not meet the independent non-executive director's qualifications or independence requirements, the stock exchange where the company's shares are listed may raise objections to the independent non-executive director candidate's qualifications and independence, and the company shall disclose it in a timely manner.
When a company convenes a shareholders' meeting to elect independent non-executive directors, the board of directors shall explain whether the candidates for independent non-executive directors have been objected to by the stock exchange where the company's shares are listed. The company shall not submit independent non-executive director candidates for election at the shareholders' meeting who raise objections from the stock exchange where the company's shares are listed. If it has been submitted to the shareholders' meeting for review, the proposal should be cancelled.
Article 10 When a company's shareholders' meeting elects two or more independent non-executive directors, a cumulative voting system shall be implemented. The voting results of small and medium-sized shareholders shall be counted separately and disclosed.
Article 11 Independent non-executive directors shall attend board meetings in person. If it is indeed impossible to attend in person, the independent non-executive directors should review the meeting materials in advance, form clear opinions, and authorize other independent non-executive directors in writing to attend on their behalf. When voting matters are involved, the principal should clearly indicate in the letter of authorization his or her agreement, objection or abstention on each matter.
If an independent non-executive director fails to attend in person for two consecutive times and does not entrust another independent non-executive director to attend on his behalf, the board of directors shall propose to convene a shareholders' meeting to remove the independent non-executive director from his duties within 30 days from the date of such fact.
Article 12 Before the expiration of the term of an independent non-executive director, the company may remove him from office in accordance with legal procedures. If an independent non-executive director is dismissed from his position in advance, the company shall disclose the specific reasons and basis in a timely manner. If an independent non-executive director has any objection, the company shall disclose it in a timely manner.
If an independent non-executive director fails to comply with the provisions of Article 5 (1) and (2) of this system, he shall immediately stop performing his duties and resign from his position. If a person fails to resign, the board of directors shall immediately terminate his/her duties in accordance with regulations after becoming aware or should be aware of the fact.
If an independent non-executive director resigns or is dismissed due to the circumstances specified in the preceding paragraph, resulting in the proportion of independent non-executive directors on the board of directors or its special committees not complying with the provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, or the Articles of Association, or there is a lack of accounting professionals among the independent non-executive directors, the company shall complete the by-election as soon as possible (at the latest within sixty days) from the date of the aforementioned fact.
Article 13 Independent non-executive directors may resign before the expiration of their term of office. An independent non-executive director who resigns shall submit a written resignation report to the board of directors, describing any circumstances related to his resignation or that he deems necessary to draw the attention of the company's shareholders and creditors. The company should disclose the reasons for the resignation of independent non-executive directors and matters of concern. If the number of independent non-executive directors on the company's board of directors or special committees does not comply with the provisions of the China Securities Regulatory Commission, the listing rules of the place where the company's shares are listed, or the Articles of Association due to the resignation of an independent non-executive director, or there is a lack of accounting professionals among the independent non-executive directors, the independent non-executive director who intends to resign shall continue to perform his duties until the date of the appointment of the new independent non-executive director. The company shall complete the by-election within 60 days from the date of resignation of the independent non-executive director.
Chapter 4 Responsibilities of Independent Non-executive Directors
Article 14 Independent non-executive directors shall perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers listed in Articles 23, 26, 27, and 28 of the "Measures for the Administration of Independent Directors of Listed Companies", urge the board of directors to make decisions that are in line with the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders;
(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and the Articles of Association.
Independent non-executive directors shall perform their duties independently and impartially without being influenced by the company, its major shareholders, actual controllers and other units or individuals. If it is found that there are circumstances affecting the independence of the matters under review, they should declare it to the company and withdraw from it. If any situation that obviously affects independence occurs during the term of office, the company should be notified in a timely manner, solutions should be proposed, and resignation should be offered if necessary.
Article 15 Independent non-executive directors shall exercise the following special powers:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
(3) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and the Articles of Association.
The exercise of the powers listed in items (1) to (3) of the preceding paragraph by an independent non-executive director shall require the consent of a majority of all independent non-executive directors.
If an independent non-executive director exercises the powers listed in paragraph 1, the company shall disclose it in a timely manner. If the above powers cannot be exercised normally, the company shall disclose the specific circumstances and reasons.
Article 16 Before a board meeting, independent non-executive directors may communicate with the board secretary to inquire about matters to be considered, request supplementary materials, provide opinions and suggestions, etc. The board of directors and relevant personnel should carefully study the issues, requirements and opinions raised by the independent non-executive directors, and provide timely feedback to the independent non-executive directors on the implementation status of amendments to the proposals.
Article 17 If an independent non-executive director votes against or abstains from voting on a proposal of the board of directors, he shall explain the specific reasons and basis, the legality and compliance of the matters involved in the proposal, possible risks, and the impact on the rights and interests of the company and small and medium-sized shareholders. When the company discloses the board of directors' resolutions, it shall also disclose the dissenting opinions of the independent non-executive directors and state them in the board of directors' resolutions and meeting minutes.
Article 18 Independent non-executive directors shall continue to pay attention to the implementation of board resolutions related to the matters listed in Articles 23, 26, 27 and 28 of the "Measures for the Administration of Independent Directors of Listed Companies". If they discover that there are violations of laws, administrative regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and the Articles of Association, or violations of the resolutions of the shareholders' meeting and the board of directors, they shall report to the board of directors in a timely manner, and may require the company to make a written explanation. If disclosure matters are involved, the company shall disclose them in a timely manner.
If the company fails to make explanations or timely disclosures in accordance with the provisions of the preceding paragraph, the independent non-executive directors may report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Article 19 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent non-executive directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and the Articles of Association.
Article 20 The company shall establish a special meeting mechanism attended by all independent non-executive directors. When the board of directors considers matters such as related transactions, it must be approved in advance by a special meeting of independent non-executive directors.
The company regularly or irregularly holds meetings attended by all independent non-executive directors (i.e. special meetings of independent directors, the full text is the same). Special meetings of independent directors shall be held on site in principle. On the premise of ensuring that all participants can fully communicate and express their opinions, they may be held by video, telephone or other means when necessary.
The meeting notice shall be notified by the convener to all independent non-executive directors via email, text message, telephone, etc. 3 days before the meeting. The meeting notice shall include the date, location, method of the meeting, matters to be considered and the date of issuance of the notice, etc. With the unanimous consent of all independent non-executive directors, the notification time limit may be exempted from the above restrictions.
The company shall provide convenience and support for the convening of special meetings of independent directors.
Article 21 A special meeting of independent directors shall be convened and chaired by an independent non-executive director jointly elected by more than half of the independent non-executive directors. If the convener fails or is unable to perform his duties, two or more independent non-executive directors may convene and elect a representative to chair the meeting.
Article 22 Special meetings of independent directors can only be held if more than half of the independent non-executive directors are present or authorized to attend. Independent non-executive directors shall attend special meetings of independent directors in person. If they are unable to attend the meeting in person for any reason, they shall review the meeting materials in advance, form clear opinions, and entrust other independent non-executive directors in writing to attend on their behalf. If an independent non-executive director fails to attend in person for two consecutive times and does not entrust another independent non-executive director to attend on his behalf, the board of directors shall propose to convene a shareholders' meeting to remove the independent non-executive director from his duties. If an independent non-executive director entrusts another independent non-executive director to attend the meeting and exercise voting rights on his behalf, he shall submit a power of attorney to the host of the meeting. The power of attorney should be submitted to the host of the meeting before voting at the meeting. If necessary, the company's executive directors, non-executive directors, senior managers and relevant personnel involved in the issues can attend special meetings of independent directors, but such attendees do not have the right to vote on the meeting resolutions.
Article 23 The voting at the special meeting of independent directors shall be based on one person, one vote. When voting at a special meeting of independent directors, either a registered vote, a show of hands, a communication vote or other voting methods may be adopted.
The matters listed in Article 15, Paragraph 1, Items (1) to (3), and Article 19 of this system shall be reviewed by a special meeting of independent directors. The special meeting of independent directors may study and discuss other matters of the company as needed. Resolutions/review opinions made at special meetings of independent directors must be approved by more than half of all independent non-executive directors.
Article 24 If an independent non-executive director expresses an independent opinion, the opinion expressed should be clear and clear, and should at least include the following content:
(1) Basic information on major matters;
(2) The basis for expressing opinions, including the procedures performed, documents verified, contents of on-site inspections, etc.;
(3) Legality and compliance of major matters;
(4) The impact on the rights and interests of the company and small and medium-sized shareholders, possible risks, and whether the measures taken by the company are effective;
(5) Concluding opinions issued, including concurring opinions, reservations and their reasons, objections and their reasons, inability to express opinions and their obstacles.
Independent non-executive directors should sign and confirm the independent opinions issued, report the above opinions to the board of directors in a timely manner, and disclose them at the same time as the company's relevant announcements.
Article 25 Independent non-executive directors shall perform their duties in the special committee of the company's board of directors in accordance with laws, administrative regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and the Articles of Association. Independent non-executive directors shall attend meetings of the special committee in person. If they are unable to attend the meeting in person for any reason, they shall review the meeting materials in advance, form clear opinions, and entrust other independent non-executive directors to attend on their behalf. When independent non-executive directors pay attention to major company matters within the scope of the special committee's responsibilities during the performance of their duties, they may promptly submit them to the special committee for discussion and review in accordance with the procedures.
Article 26 Independent non-executive directors shall work on-site at the company for no less than fifteen days each year.
In addition to attending shareholders' meetings, the board of directors and its special committees, and special meetings of independent directors as required, independent non-executive directors can perform their duties by regularly obtaining information on the company's operations and other information, listening to management reports, communicating with the person in charge of the internal audit agency and the accounting firm that handles the company's audit business and other intermediaries, conducting on-site inspections, and communicating with small and medium-sized shareholders.
Article 27 The company's board of directors, its special committees, and special meetings of independent directors shall prepare meeting minutes in accordance with regulations, and the opinions of independent non-executive directors shall be stated in the meeting minutes. Independent non-executive directors shall sign and confirm the meeting minutes.
Independent non-executive directors should make work records and record in detail the performance of their duties. Information obtained by independent non-executive directors during the performance of their duties, relevant meeting minutes, communication records with staff of the company and intermediary agencies, etc., form an integral part of the work records. For important contents in work records, independent non-executive directors may require the secretary of the board of directors and other relevant personnel to sign for confirmation, and the company and relevant personnel shall cooperate.
The work records of independent non-executive directors and the information provided by the company to independent non-executive directors shall be kept for at least ten years.
Article 28 The company should improve the communication and interaction mechanism between independent non-executive directors and small and medium-sized shareholders, so as to facilitate independent non-executive directors to contact shareholders, promote constructive interaction, and understand shareholders’ views on matters affecting the company (including but not limited to the company’s governance and performance of corporate strategies). Independent non-executive directors can promptly check with the company on issues raised by investors.
Article 29 Independent non-executive directors shall submit an annual work report to the company's annual shareholders' meeting, explaining the performance of their duties. The annual work report should include the following contents:
(1) Number of attendances at the board of directors, methods and voting conditions, and number of attendances at shareholders’ meetings;
(2) Participation in the work of special committees of the board of directors and special meetings of independent directors;
(3) Review of matters listed in Articles 23, 26, 27, and 28 of the "Administrative Measures for Independent Directors of Listed Companies" and the exercise of the special powers of independent non-executive directors listed in Paragraph 1 of Article 18 of the "Administrative Measures for Independent Directors of Listed Companies";
(4) Major matters, methods and results of communication with the internal audit institution and the accounting firm that undertakes the company’s audit business regarding the company’s financial and business conditions;
(5) Communication status with small and medium-sized shareholders;
(6) The time, content, etc. of working on-site at the company;
(7) Other circumstances in the performance of duties.
The annual work report shall be disclosed at the latest when the company issues notice of the annual shareholders' meeting.
Article 30 Independent non-executive directors shall continue to strengthen their study of securities laws, regulations and rules and continuously improve their ability to perform their duties. The China Securities Regulatory Commission, the stock exchange where the company's shares are listed, and the China Association of Public Companies can provide relevant training services.
Article 31 Independent non-executive directors shall perform their duties as directors in accordance with the law, fully understand the company's business operations and the content of board meetings, safeguard the interests of the company and all shareholders, and pay special attention to the protection of the legitimate rights and interests of small and medium-sized shareholders.
If a conflict occurs between the company's shareholders or directors and has a significant impact on the company's operation and management, the independent non-executive directors should proactively perform their duties and safeguard the overall interests of the company.
The Shenzhen Stock Exchange encourages independent non-executive directors to publish their mailing addresses or e-mails to communicate with investors, accept investor inquiries and complaints, proactively investigate situations that harm the legitimate rights and interests of the company and small and medium-sized investors, and promptly respond to investors with the investigation results.
Article 32 If any of the following circumstances occurs, the independent non-executive directors shall report to the Shenzhen Stock Exchange in a timely manner:
(1) Being dismissed from office by the company and I believe that the reason for dismissal is improper;
(2) The independent non-executive director resigns due to circumstances in the company that prevent the independent non-executive director from exercising his powers in accordance with the law;
(3) The board meeting materials are incomplete or the arguments are insufficient, and the written requests from two or more independent non-executive directors to postpone the board meeting or postpone the review of relevant matters are not adopted;
(4) After reporting suspected violations of laws and regulations by the company or its directors and senior managers to the board of directors, the board of directors fails to take effective measures;
(5) Other circumstances that seriously hinder the performance of duties by independent non-executive directors.
Chapter 5 Duty Performance Guarantees for Independent Non-executive Directors
Article 33 The company shall provide necessary working conditions and personnel support for independent non-executive directors to perform their duties, and designate specialized departments and personnel such as the company’s securities affairs department and board secretary to assist independent non-executive directors in performing their duties.
The board secretary shall ensure smooth flow of information between independent non-executive directors and other directors, senior managers and other relevant personnel, and ensure that independent non-executive directors have access to sufficient resources and necessary professional advice when performing their duties.
Article 34 The company shall ensure that independent non-executive directors enjoy the same right to know as other directors. In order to ensure that independent non-executive directors effectively exercise their powers, the company shall regularly inform independent non-executive directors of the company's operations, provide information, and organize or cooperate with independent non-executive directors to conduct on-site inspections and other work.
Before the board of directors considers major and complex matters, the company can organize independent non-executive directors to participate in research and demonstration and other aspects, fully listen to the opinions of independent non-executive directors, and provide timely feedback to independent non-executive directors on the adoption of opinions.
Article 35 The company shall promptly issue board meeting notices to independent non-executive directors, provide relevant meeting materials no later than the notice period for board meetings stipulated in laws, administrative regulations, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, or the Articles of Association, and provide effective communication channels for independent non-executive directors; if a special committee of the board of directors convenes a meeting, the company shall in principle provide relevant materials and information no later than three days before the special committee meeting. The company shall keep the above meeting materials for at least ten years.
If two or more independent non-executive directors believe that the meeting materials are incomplete, insufficiently demonstrated or not provided in a timely manner, they may submit a written proposal to the board of directors to postpone the meeting or postpone the consideration of the matter, and the board of directors shall adopt it.
Article 36 When independent non-executive directors exercise their powers, the company’s directors, senior managers and other relevant personnel shall cooperate and shall not refuse, obstruct or conceal relevant information, or interfere with their independent exercise of powers.
If independent non-executive directors encounter obstacles in exercising their powers in accordance with the law, they may explain the situation to the board of directors, require directors, senior managers and other relevant personnel to cooperate, and record the specific circumstances and resolution of the obstacles in their work records; if the obstacles still cannot be eliminated, they may report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
If the performance of duties by an independent non-executive director involves information that should be disclosed, the company shall handle the disclosure matters in a timely manner; if the company does not disclose the information, the independent non-executive director may directly apply for disclosure or report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Article 37 The company shall bear the expenses required for independent non-executive directors to hire professional institutions and exercise other powers.
Article 38 The company shall provide appropriate allowances to independent non-executive directors. The allowances for independent non-executive directors shall be formulated by the board of directors, reviewed and approved by the shareholders' meeting, and disclosed in the company's annual report. In addition to the above allowances, independent non-executive directors should not obtain other benefits from the company, its major shareholders, actual controllers or interested units and personnel.
Chapter 6 Others
Article 39 The company may establish the necessary liability insurance system for independent non-executive directors based on actual needs to reduce the risks that may arise from the normal performance of duties by independent non-executive directors.
Article 40 This system will be implemented from the date of approval by the company's shareholders' meeting. When this system is revised, the board of directors will propose a revision plan and submit it to the shareholders' meeting for review and approval. It will not take effect until approved by the shareholders' meeting.
Article 41 Matters not covered by this system shall be implemented in accordance with the Company Law, Articles of Association, relevant national laws, administrative regulations, departmental rules, the China Securities Regulatory Commission, and the listing rules of the stock exchange where the company's shares are listed.
If this system is inconsistent with relevant national laws, administrative regulations, departmental rules, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's stocks are listed, and the Articles of Association, the relevant provisions of the relevant national laws, administrative regulations, departmental rules, the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's stocks are listed, and the Articles of Association shall prevail.
Article 42 The terms "above" and "within" used in this system include the original number; "over", "below" and "more than" do not include the original number.
Article 43 The company’s board of directors is responsible for interpreting this system.
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