Quzhou Dongfeng Independent Director Working System (still needs to be submitted to the shareholders’ meeting for review)
Quzhou Dongfeng New Materials Group Co., Ltd.
Independent director work system
Chapter 1 General Provisions
Article 1 In order to further improve the legal person governance structure of Quzhou Dongfeng New Materials Group Co., Ltd. (hereinafter referred to as the "Company"), promote the company's standardized operations, safeguard the overall interests of the company, and protect the legitimate rights and interests of all shareholders from being harmed, this system is formulated in accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), relevant laws, administrative regulations and the Articles of Association of Quzhou Dongfeng New Materials Group Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 The proportion of independent directors of a company shall not be less than one-third of the company's board of directors, and shall include at least one accounting professional.
Article 3 Independent directors refer to directors who do not hold other positions in the company except as directors and members of special committees of the board of directors, and who 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.
Article 4 Independent directors have the obligation of integrity and diligence towards the company and all shareholders. Independent directors shall, in accordance with relevant laws, administrative regulations, provisions of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), stock exchange business rules and the requirements of the Articles of Association, play the role of participation in decision-making, supervision and checks and balances, and professional consultation in the board of directors, conscientiously perform their duties, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of small and medium-sized shareholders from being harmed. Independent directors should perform their duties independently and not be influenced by the company's major shareholders, actual controllers and other units or individuals.
Article 5 Independent directors should take the initiative to obtain information needed in the performance of their duties through various channels, including on-site investigations, questioning relevant personnel, external evidence collection, etc.; independent directors should take the initiative to strengthen communication and contact with the audit committee.
Article 6 Independent directors should check the content of board resolutions announced by the company, actively pay attention to reports and information about the company, and discover that the company may have major matters that have not been submitted to the board of directors or shareholders' meeting for review as required, that the company has not fulfilled its information disclosure obligations in a timely or appropriate manner, that there may be false records, misleading statements or major omissions in the information released by the company, that production and operations may violate laws, regulations or the Articles of Association, or that are otherwise suspected of violating laws and regulations or harming the rights and interests of public shareholders. They should proactively understand the situation, make written inquiries to the company in a timely manner, and urge the company to make effective rectifications or make public clarifications.
Article 7 The independent directors appointed by the company can serve as independent directors in up to three domestic listed companies. Independent directors should maintain their independence, ensure that they have enough time and energy to perform their duties conscientiously and effectively, and be able to continue to pay attention to the company's situation, carefully review various documents, and express independent opinions objectively. When exercising their powers, independent directors should pay special attention to whether the relevant review content and procedures comply with the requirements in relevant documents issued by the China Securities Regulatory Commission and other regulatory agencies.
Article 8 The independent directors appointed by the company should include at least one accounting professional.
The accounting professionals mentioned in this article refer to those who meet one of the following conditions:
First, have the qualification to practice as a certified public accountant;
The second is to have a senior professional title, associate professor title or doctoral degree in accounting, auditing or financial management; the third is to have a senior professional title in economic management and have more than 5 years of full-time work experience in accounting, auditing or financial management and other professional positions.
Article 9 If an independent director fails to meet the conditions for independence or is otherwise unsuitable to perform the duties of an independent director, resulting in the company failing to reach a quorum of independent directors, the company shall complete the by-election within 60 days from the date of the occurrence of the aforementioned facts.
Article 10 Persons who serve as independent directors of the company and who plan to serve as independent directors of the company shall, in accordance with the requirements of the China Securities Regulatory Commission, participate in training organized by the China Securities Regulatory Commission and its authorized agencies.
Chapter 2 Qualifications of Independent Directors
Article 11 Independent directors shall meet the following basic conditions:
(1) Qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions;
(2) Have the independence required by Article 13 of this system;
(3) Have basic knowledge of company operations and be familiar with relevant laws, administrative regulations, rules and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and do not have the following bad records:
Those who have been subject to administrative penalties from the China Securities Regulatory Commission or criminal penalties from judicial authorities due to securities and futures violations in the past 36 months;
Being investigated by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures crimes, but no clear conclusion has been reached;
Received public condemnation from the stock exchange or notice of criticism three or more times in the last 36 months;
There are bad records such as major breach of trust;
During the previous period of serving as an independent director, the board of directors proposed to convene a shareholders' meeting to be dismissed due to failure to attend in person twice in a row and not entrusting other independent directors to attend board meetings on his behalf, and the period was less than 12 months;
Other circumstances determined by the Shanghai Stock Exchange.
(6) Other conditions stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and the company's articles of association.
Chapter 3 Independence of Independent Directors
Article 12 The company shall establish and improve the assessment mechanism for independent directors to assess their performance of legal duties, maintenance of independence, attendance at meetings, actual working hours, participation in training, etc. If they fail to faithfully and diligently perform their legal duties in accordance with the law or misbehavior, they shall take accountability measures such as reducing their salary, no longer recommending re-election, and requesting the shareholders' meeting for removal.
Article 13 The examination of the qualifications of independent directors shall be fully based on laws and regulations. Independent directors shall not be served by the following persons:
(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) Personnel who hold positions in shareholder units that directly or indirectly hold more than 5% of the company’s issued shares or those who hold positions in the top five shareholder units of the company and their spouses, parents, and children;
(4) Personnel serving in the company’s controlling shareholders, actual controllers and their affiliated enterprises and their spouses, parents and children;
(5) 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 project team members of the intermediary agencies that provide services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(6) Persons who have significant business dealings with the company, its controlling shareholders, actual controllers, or their respective subsidiaries, or persons who serve in units with significant business dealings, their controlling shareholders, or actual controllers;
(7) Persons who have had the circumstances listed in the first six items in the past twelve months;
(8) The circumstances stipulating in the Articles of Association that prohibit serving as a director of the company apply to independent directors;
(9) Other personnel who are not independent as determined by laws, administrative regulations, China Securities Regulatory Commission or stock exchange business rules.
The subsidiaries of the company's controlling shareholders and actual controllers in items (4) to (6) of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations. Independent directors should 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 directors every year and issue special opinions, which should be disclosed at the same time as the annual report.
Article 14 The company's major shareholders, actual controllers, or units or individuals that have an interest in the company, its major shareholders, or actual controllers shall not influence independent directors on issues such as the nomination of independent directors, the expression of independent opinions, the deliberation and voting of the board of directors, etc., so as to affect the independence of independent directors.
Chapter 4 Nomination, Election and Replacement of Independent Directors
Article 15 The company's board of directors and shareholders individually or jointly holding more than 1% of the company's shares may propose candidates for independent directors, which shall be elected and decided by the shareholders' meeting.
Investor protection institutions established in accordance with the law may publicly request shareholders to entrust them to exercise the right to nominate independent directors on their behalf.
The nominator specified in paragraph 1 shall not nominate as an independent director candidate any person with whom he or she has an interest or other closely related persons who may affect the independent performance of his duties.
Article 16 The nominee of an independent director shall 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, and whether he has any bad records such as major breach of trust, etc., and express his opinion on his/her independence and other conditions for serving as an independent director. The nominee shall make a public statement regarding his/her independence and other conditions for serving as an independent director.
Article 17 If a company sets up a nomination committee in the board of directors, the nomination committee shall review the qualifications of the nominees and formulate clear review opinions.
Before the shareholders' meeting to elect independent directors is convened, the company shall disclose relevant content in accordance with Article 16 of this system and the preceding paragraph, and submit relevant materials of all independent director candidates to the stock exchange. The relevant submitted materials shall be true, accurate and complete.
The stock exchange shall review relevant materials of independent director candidates in accordance with regulations, prudently determine whether independent director candidates meet the qualifications and have the right to raise objections. If the stock exchange raises objections, the company shall not submit to the shareholders' meeting for election.
Article 18 When a company's shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented.
The voting results of small and medium-sized shareholders shall be counted separately and disclosed.
Article 19 The term of each independent director is the same as that of other directors. When the term expires, he or she may be re-elected, but the term of re-election shall not exceed 6 years.
Article 20 Before the expiration of the term of independent directors, the company may remove them from their posts in accordance with legal procedures. If an independent director is dismissed from his position in advance, the company shall disclose the specific reasons and basis in a timely manner. If an independent director has any objection, the company shall disclose it in a timely manner.
If an independent director fails to comply with the provisions of Article 11 (1) or (2) of this system, he shall immediately stop performing his duties and resign. 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 director resigns or is dismissed due to the circumstances specified in the preceding paragraph, resulting in the proportion of independent directors on the board of directors or its special committees not complying with the provisions of this system or the company's articles of association, or if there is a lack of accounting professionals among independent directors, the company shall complete the by-election within 60 days from the date of the occurrence of the aforementioned facts.
Article 21 Independent directors may resign before the expiration of their term of office. An independent 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 attract the attention of the company's shareholders and creditors. The company should disclose the reasons for the resignation of independent directors and matters of concern.
If the resignation of an independent director will cause the proportion of independent directors on the board of directors or its special committees to be inconsistent with the provisions of this system or the company's articles of association, or if there is a lack of accounting professionals among the independent directors, the independent director who intends to resign shall continue to perform his duties until the date of the appointment of the new independent director. The company shall complete the by-election within 60 days from the date of resignation of the independent director.
Chapter 5 Responsibilities and performance methods of independent directors
Article 22 As a member of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently 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 companies listed in Articles 28, 31, 32, and 33 of this system and their controlling shareholders, actual controllers, directors, and senior managers, 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, provisions of the China Securities Regulatory Commission and the company's articles of association.
Article 23 Independent 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, provisions of the China Securities Regulatory Commission and the company's articles of association.
The exercise of the powers listed in items (1) to (3) of the preceding paragraph by independent directors shall require the consent of more than half of all independent directors.
If an independent 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 24 Before a board meeting, independent directors may communicate with the board secretary to inquire about matters to be considered, request supplementary materials, and provide opinions and suggestions, etc. The board of directors and relevant personnel should carefully study the issues, requirements and opinions raised by the independent directors, and provide timely feedback to the independent directors on the implementation status of amendments to the proposals.
Article 25 Independent directors shall attend board meetings in person. If the independent director is unable to attend the meeting in person for any reason, the independent director shall review the meeting materials in advance, form a clear opinion, and authorize other independent directors in writing to attend on his behalf. If an independent director fails to attend the board of directors' meeting in person for two consecutive times and does not entrust another independent director to attend on his behalf, the board of directors shall propose to convene a shareholders' meeting to remove the independent director from his duties within 30 days from the date of occurrence of this fact.
Article 26 If an independent 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 a company discloses board resolutions, it shall also disclose the dissenting opinions of independent directors and state them in the board resolutions and meeting minutes.
Article 27 Independent directors shall continue to pay attention to Articles 28, 31, 32,
Article 33: Regarding the implementation of board resolutions related to matters related to Article 33, if any violation of laws, administrative regulations, provisions of the China Securities Regulatory Commission, stock exchange business rules and company articles of association is found, or violations of resolutions of the shareholders' meeting and the board of directors, a report shall be made to the board of directors in a timely manner, and the company may be required 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 directors may report to the China Securities Regulatory Commission and the stock exchange.
Article 28 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent 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, provisions of the China Securities Regulatory Commission and the company's articles of association.
Article 29 The company shall regularly or irregularly hold meetings attended by all independent directors (hereinafter referred to as "special meetings of independent directors"). The matters listed in Article 23, Paragraph 1, Items (1) to (3) and Article 28 of this system shall be reviewed by a special meeting of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed.
Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside. The company shall provide convenience and support for the convening of special meetings of independent directors.
Article 30 Independent directors shall perform their duties in the special committee of the company's board of directors in accordance with laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the stock exchange and the company's articles of association. Independent directors shall attend the meeting 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 directors in writing to attend on their behalf. When independent directors pay attention to major company matters within the scope of the special committee's responsibilities during the performance of their duties, they can promptly submit them to the special committee for discussion and review in accordance with the procedures.
Article 31 The Audit Committee of the company's board of directors is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the board of directors for review after being approved by more than half of all members of the audit committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Appoint or dismiss the accounting firm that handles the company’s audit business;
(3) Appoint or dismiss the company’s financial director;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the company's articles of association.
The audit committee shall exercise the powers of the board of supervisors stipulated in the Company Law.
The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Article 32 The Nomination Committee of the Company’s Board of Directors is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the Board of Directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the company's articles of association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 33 The Remuneration and Assessment Committee of the Company’s Board of Directors is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans for directors and senior managers, and making recommendations to the Board of Directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the company's articles of association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Article 34 If the company has not set up a nomination committee and a remuneration and assessment committee in the board of directors, a special meeting of independent directors will review the qualifications of the nominees in accordance with Article 19 of this system and make recommendations to the board of directors on the matters listed in paragraph 1 of Article 32 and paragraph 1 of Article 33 of this system.
Article 35 Independent 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 independent directors' special meetings as required, independent directors can perform their duties by 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 36 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 directors shall be stated in the meeting minutes. Independent directors should sign and confirm the meeting minutes. Independent directors should make work records and record in detail the performance of their duties. Information obtained by independent directors in the course of performing their duties, relevant meeting minutes, communication records with company and intermediary agency staff, etc., form an integral part of the work records. For important contents in work records, independent 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 directors and the information provided by the company to independent directors must be kept for at least ten years.
Article 37 The company should improve the communication mechanism between independent directors and small and medium-sized shareholders, so that independent directors can verify issues raised by investors in a timely manner with the company.
Article 38 Independent 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 28, 31, 32, and 33 of this System and the exercise of the special powers of independent directors listed in Paragraph 1 of Article 23 of this System;
(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 performance report of independent directors shall be disclosed at the latest when the company issues notice of the annual shareholders' meeting.
Article 39 Independent directors shall continue to strengthen their study of securities laws, regulations and rules, and continuously improve their ability to perform their duties.
Chapter Six Duty Performance Guarantees for the Company’s Independent Directors
Article 40 The company shall provide necessary working conditions and personnel support for independent directors to perform their duties, and designate specialized departments and personnel such as the board of directors' office and board secretary to assist independent directors in performing their duties.
The secretary of the board of directors shall ensure smooth flow of information between independent directors and other directors, senior managers and other relevant personnel, and ensure that independent directors have access to sufficient resources and necessary professional advice when performing their duties.
Article 41 The company shall ensure that independent directors have the same right to know as other directors. In order to ensure that independent directors effectively exercise their powers, the company shall inform independent directors of the company's operations, provide information, and organize or cooperate with independent directors to conduct on-site inspections and other work.
Before the board of directors considers major and complex matters, the company can organize independent directors to participate in research and demonstration and other aspects, fully listen to the opinions of independent directors, and provide timely feedback to independent directors on the adoption of opinions.
Article 42 The company shall promptly issue board meeting notices to independent directors, provide relevant meeting materials no later than the notice period for board meetings stipulated in laws, administrative regulations, the provisions of the China Securities Regulatory Commission or the company's articles of association, and provide effective communication channels for independent 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 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.
In principle, meetings of the Board of Directors and special committees shall be held on site. On the premise of ensuring that all participating directors can fully communicate and express their opinions, the meeting may be held by video, telephone or other means in accordance with procedures when necessary.
Article 43 When independent 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 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 stock exchange.
If the performance of duties by independent directors 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 directors may directly apply for disclosure or report to the China Securities Regulatory Commission and the stock exchange.
The China Securities Regulatory Commission and stock exchanges should maintain smooth communication channels for independent directors.
Article 44 The costs for independent directors to hire professional institutions and other expenses necessary for exercising their powers shall be borne by the company.
Article 45 The company shall provide independent directors with allowances commensurate with their responsibilities. The standard of allowances 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-mentioned allowances, independent directors shall not obtain other benefits from the company, its major shareholders, actual controllers or interested institutions and personnel.
Chapter 7 Supplementary Provisions
Article 46 For matters not covered by this system, the company shall comply with the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association.
Article 47 The terms "above" and "below" in this system include the original number; "exceed" and "higher than" do not include the original number.
Article 48 This system shall come into effect after being approved by the company's shareholders' meeting, and the same shall apply when it is modified.
Article 49 The Board of Directors is responsible for interpreting this system.
Quzhou Dongfeng New Materials Group Co., Ltd.
December 5, 2025