In this section, the rights and obligations of independent directors are arranged as follows according to the guidelines for the performance of duties of independent directors of listed companies (China Association of listed companies, September 12, 2014)
Rights of independent directors
1. General functions and powers of directors of listed companies
Independent directors of listed companies enjoy the general functions and powers conferred on them by the company law, securities law, other laws, administrative regulations, departmental rules, rules and articles of association.
2. The special functions and powers of independent directors
The special functions and powers of independent directors mainly include:
（1）. Prior recognition right of major related party transactions;
（2）. The right to propose the employment or dismissal of an accounting firm, and the right to approve in advance the employment or dismissal of an accounting firm;
（3）. The right to propose to hold an extraordinary general meeting of shareholders;
（4）. The right to propose to hold a meeting of the board of directors;
（5）. Solicit voting rights from shareholders before the general meeting of shareholders;
（6）. When necessary, independently employ external audit institutions and consulting institutions to audit and consult the specific matters of the company;
（7）. Other functions and powers conferred by laws, administrative regulations, departmental rules, normative documents, articles of association and other articles.
The independent directors shall obtain the consent of more than half of all the independent directors when exercising the above-mentioned functions and powers from 1 to  5, and shall obtain the consent of all the independent directors when exercising the above-mentioned functions and powers from article 6.
3. Express independent opinions on matters related to the listed company
Matters on which independent directors express independent opinions to the board of directors or the general meeting of shareholders of a listed company include:
(1). External guarantee;
(2). Major related party transactions
(3). Nomination, appointment and removal of directors;
(4). Employ or dismiss senior managers;
(5). The salary and equity incentive plan of the company's directors and senior managers;
(6). Change the purpose of the raised funds;
(7). Formulate the plan of converting capital accumulation fund into share capital;
(8). Formulate profit distribution policy, profit distribution plan and cash dividend plan;
(9). Making changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(10). The financial accounting report of the listed company is issued with non-standard unqualified audit opinion by the certified public accountant;
(11). Employment and dismissal of accounting firms;
(12). Management buyout of listed companies;
(13). Major asset restructuring of listed companies;
(14). The listed company repurchases the shares by means of centralized bidding transaction;
(15). Internal control evaluation report of listed companies;
(16). The commitment change plan of the listed company's commitment related parties;
(17). The impact of the issuance of preferred shares of listed companies on various shareholders' rights and interests of the company;
(18). Other matters stipulated by laws, administrative regulations, departmental rules, normative documents and articles of association or recognized by CSRC;
(19). Other matters that the independent directors think may damage the rights and interests of the listed company and its minority shareholders.
4. Participate in the work of special committees of the board of directors
If the board of directors of a listed company has special committees for audit, nomination, compensation and assessment, the independent directors have the right to participate in the work of the special committees, act as the convener and occupy more than half of the members of the Committee.
5. The right to know relevant information of listed companies
Independent directors have the same right to know as other directors of listed companies. The listed company must notify the independent directors of all matters that need to be deliberated by the board of directors within the legal time and provide true, accurate and complete information at the same time. If the independent directors think that the information is insufficient, they may request for supplement.
6. Require listed companies and relevant personnel to provide support and assistance for the performance of their duties
Independent directors have the right to require other directors, supervisors and senior managers of the listed company to actively cooperate and ensure that they exercise their functions and powers in accordance with the law, and have the right to require the Secretary of the board of directors of the listed company to be responsible for communicating, contacting and transmitting information with independent directors, so as to directly provide support and assistance for independent directors to perform their duties.
Support and assistance include:
(1). Regularly report and timely report the operation of the company, introduce the market and industrial development related to the company, provide other relevant materials and information, ensure that the independent directors have the same right to know as other directors, and organize the independent directors to inspect the facts when necessary;
(2). Provide independent directors with information disclosure newspapers and periodicals or corresponding electronic materials for the company to release public information;
(3). Cooperate with independent directors to conduct investigation related to their performance of duties;
(4). When the independent directors consider it necessary to hold a meeting only attended by the independent directors, they shall be provided with conveniences such as meeting place;
(5). Actively cooperate with independent directors to access relevant materials, and provide necessary support and convenience for independent directors to perform their duties by arranging field visits and organizing reports from securities service agencies;
(6). Require the relevant responsible personnel of the company to cooperate in signing and confirming the major matters related to the performance of duties of independent directors involved in the work record of independent directors;
(7). Other convenience and cooperation related to the performance of duties that the listed company needs to provide in the process of independent directors' performance of duties.
When an independent director encounters obstacles in exercising the functions and powers conferred by laws and regulations, he / she may explain the situation to the board of directors of the company, require the management or the Secretary of the board of directors to cooperate with him / her, and record the facts, specific situations and solutions of the obstacles.
7. Require listed companies to pay subsidies and bear performance expenses
Independent directors have the right to receive appropriate allowances from the company, unless otherwise stipulated by laws, regulations and policies. Except for the above allowance, the independent director shall not obtain any additional, undisclosed other benefits including equity incentive from the listed company and its subsidiaries, controlling shareholders or interested institutions and personnel.
The reasonable expenses incurred by the independent directors in performing their duties shall be borne by the listed company they hold. Independent directors have the right to borrow reasonable expenses from the listed company for performing their duties.Independent directors have the right to require listed companies to purchase liability insurance for their performance of their duties as independent directors.
8. Require listed companies to disclose the proposals that have not been adopted
If the relevant proposals related to items 1-6 of Article 15 of these guidelines are proposed by more than half of the independent directors but not adopted by the listed company, the independent directors have the right to require the listed company to disclose the relevant information and explain the reasons for not adopting them.
The independent director may require the listed company to report the specific situation of the above proposal to the agency of CSRC or the stock exchange of the place where the company's securities are listed for the record. If the company does not make the record, the independent director may record it in the work record and report the relevant situation to the agency of CSRC or the stock exchange of the place where the company's securities are listed.
9. Right not to be removed from office in advance without cause
Unless the independent director is prohibited from serving as a director or independent director as stipulated in the company law, the guiding opinions on the establishment of independent director system in listed companies by CSRC, the listing rules and standardized operation guidelines of listed companies of Shanghai and Shenzhen stock exchanges and other relevant laws, regulations, rules and rules, before the expiration of the term of office of the independent director, A listed company may not remove an independent director without reason. In case of early removal, the removed independent director may make a public statement if he believes that the company's reasons for removal are improper.
10. Right to report and make public statements
When the listed company has the following situations that seriously hinder the independent directors from performing their duties and exercising their functions and powers, the independent directors may report to the CSRC, the agency of the CSRC and the stock exchange where the company's securities are listed.
(1). Being removed by the company, I think the reason for removal is improper;
(2). The independent director resigns due to the situation of hindering the independent director from exercising his functions and powers in accordance with the law;
(3). The meeting materials of the board of directors are insufficient, and the written request of two or more independent directors to postpone the meeting of the board of directors or to postpone the deliberation of relevant matters is not adopted;
(4). The board of directors fails to take effective measures after reporting to the board of directors the company's suspected violations of laws and regulations;
（5）. Other circumstances seriously hindering the independent directors from exercising their functions and powers.