Jiangling Motors Co., Ltd.
Work Rules of Special Meetings of Independent Directors
Article 1 In order to further regulate the deliberations and decision-making procedures
of special meetings of Independent Directors of Jiangling Motors Co., Ltd
(hereinafter referred to as “JMC”), and to promote and guarantee the
effective performance of the duties of the Independent Directors, the Work
Rules are hereby developed according to the provisions of “Securities Law
of the People’s Republic of China”, “Company Law of the People’s
Republic of China”, “Measures for the Administration of Independent
Directors of Listed Companies”, “Guidelines of the Shenzhen Stock
Exchange on Self-Regulation for Listed Companies No.1 - Standard
Operation of Listed Companies on the Main Board”, and relevant laws,
regulations and normative documents, as well as the “Articles of
Association of Jiangling Motors Co., Ltd” (hereinafter referred to as
“Articles of Association”), and “Independent Director Working System of
Jiangling Motors Co., Ltd”.
Article 2 An Independent Director shall assume duty of loyalty and duty of care to the
Company and all its shareholders, and shall, in accordance with the
provisions of laws, administrative regulations, rules of China Securities
Regulatory Commission (hereinafter referred to as “CSRC”), business rules
of the stock exchanges, and the Articles of Association, conscientiously
perform his/her duties, play the role of participating in decision-making,
conducting supervision, checks and balances, and providing professional
advice in the Board of Directors, safeguard the overall interests of the
Company, and protect the lawful rights and interests of minority
shareholders.
Article 3 A special meeting of Independent Directors refers to a meeting attended
solely by Independent Directors of the Company.
Article 4 The Independent Directors of the Company shall convene special meetings
of Independent Directors from time to time and shall notify all Independent
Directors and provide relevant materials and information three days prior to
the meeting. With the unanimous consent of all Independent Directors, the
notification time limit may not be restricted by this Article.
Article 5 Special meetings of Independent Directors may be held on-site, by means of
communication (including video and telephone, etc.) or by a combination of
on-site and communication. More than half of the Independent Directors
may propose to convene an extraordinary meeting.
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Article 6 Special meetings of Independent Directors shall be held with the attendance
of more than two-thirds of the Independent Directors. An Independent
Director shall attend special meetings of Independent Directors in person. If
an Independent Director is unable to attend a meeting in person for any
reason, he/she shall review the meeting materials in advance, form specific
opinions, and entrust in writing another Independent Director to attend the
meeting on his/her behalf. If necessary, non-Independent Directors and
senior executives of the Company and relevant personnel involved in the
subject matter may attend the special meeting of Independent Directors in a
non-voting capacity.
Article 7 The special meetings of Independent Directors shall be convened and
presided over by an Independent Director jointly elected by a majority of
the Independent Directors. If the convener fails to or is unable to perform
his/her duties, two or more Independent Directors may, on their initiative,
convene a meeting and elect a representative to preside over the meeting.
Article 8 One man one vote shall be adopted for the voting at special meetings of
Independent Directors. Voting methods include voting by show of hands
and voting by secret ballot, etc.
Article 9 Independent Directors’ exercise of the following special powers and
functions shall be discussed at a special meeting of Independent Directors
of the Company, and the exercise of the same shall be allowed only after a
majority of the Independent Directors’ consent:
(I) To independently engage intermediaries to audit, consult or inspect
specific matters of the Company;
(II) To propose to the Board of Directors the convening of an extraordinary
general meeting of shareholders;
(III) To propose to convene a meeting of the Board of Directors.
The Company shall make a disclosure in a timely manner if an Independent
Director exercises the powers and functions specified in the preceding
paragraph. If an Independent Director is unable to exercise the aforesaid
powers and functions, the Company shall disclose the specific
circumstances and reasons therefor.
Article 10 The following matters shall be submitted to the Board of Directors for
consideration only after they have been considered at a special meeting of
Independent Directors of the Company and agreed by a majority of all
Independent Directors:
(I) Related party transactions that shall be disclosed;
(II) Nomination or removal of Directors;
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(III) The plans of the Company and the relevant parties for the modification
or waiver of their undertakings;
(IV) The decisions made and measures taken by the Board of Directors of
the acquired company;
(V) Other matters prescribed by laws, administrative regulations, rules of
the CSRC, rules of Shenzhen Stock Exchange and the Articles of
Association of the Company.
In addition to the matters set forth in Articles 9 and 10 of the Rules, other
matters of the Company may also be studied and discussed at a special
meeting of Independent Directors.
Article 11 The Independent Directors shall express their independent opinions at the
special meetings, and the types of opinions include agreement, reservation
and reasons, objection and reasons, and inability to express opinions and
obstacles, and the opinions expressed shall be clear and unambiguous.
Article 12 Minutes of meetings shall be made for special meetings of Independent
Directors, and the independent opinions of the Independent Directors shall
be specified in the minutes of the meetings, which shall be signed by the
Independent Directors for confirmation. The minutes shall be kept for at
least ten years.
Article 13 The Securities Department of the Company shall provide convenience and
support for the convening of special meetings of Independent Directors, and
do the daily work of liaison, meeting organization, materials preparation,
and files management. The Company shall bear the expenses incurred by
the special meetings of Independent Directors in engaging professional
organizations and exercising other powers and functions.
Article 14 The Independent Directors attending the meetings are bound by a duty of
confidentiality with respect to the proceedings of the meetings and shall
not disclose relevant information without authorization.
Article 15 When an Independent Director submits an annual report to the annual
general meeting of shareholders to explain the performance of his/her
duties, the report shall contain the work of the special meetings of
Independent Directors.
Article 16 Matters not mentioned herein shall be implemented in accordance with
relevant laws, regulations, normative documents and the Articles of
Association; in case of inconsistency between the Rules and the
provisions of relevant laws, regulations, normative documents and the
Articles of Association, the latter shall prevail.
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Article 17 The Rules shall be interpreted and amended by the Board of Directors, and
shall take effect from the date when the resolution by the Board of
Directors is passed, and the same shall apply when it is amended.
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