Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Rules of procedure of the board of supervisors
(revised by the first extraordinary general meeting of shareholders in 2022 on February 11, 2022)
Article 1 Purpose
In order to further standardize the discussion methods and voting procedures of the board of supervisors of the company, promote the supervisors and the board of supervisors to effectively perform their supervision duties and improve the corporate governance structure of the company, these rules are formulated in accordance with the company law, the securities law, the guidelines for the governance of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant provisions. Article 2 daily affairs of the board of supervisors
The office of the board of directors of the company performs the functions of the office of the board of supervisors and is responsible for handling the daily affairs of the board of supervisors. Article 3 regular and interim meetings of the board of supervisors
The meetings of the board of supervisors are divided into regular meetings and interim meetings.
The regular meeting of the board of supervisors shall be held every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
(I) when any supervisor proposes to hold a meeting;
(II) when the general meeting of shareholders and the meeting of the board of directors pass resolutions that violate laws, regulations, rules, various regulations and requirements of regulatory authorities, the articles of association, resolutions of the general meeting of shareholders and other relevant provisions;
(III) when the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
(IV) the company, directors, supervisors and senior managers are sued by shareholders;
(V) when the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shanghai Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association. Article 4 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of directors shall solicit meeting proposals from all supervisors and solicit opinions from the employees of the company for at least two days. When soliciting proposals and opinions, the office of the board of directors shall explain that the board of supervisors focuses on the supervision of the standardized operation of the company and the job behavior of directors and senior managers, rather than the decision-making of the operation and management of the company. Article 5 proposal procedure of interim meeting
If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposed supervisor through the office of the board of directors or directly to the chairman of the board of supervisors. The written proposal shall specify the following matters:
(I) name of the proposed supervisor;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposed supervisor.
Within three days after the office of the board of directors or the chairman of the board of supervisors receives the written proposal of the supervisor, the office of the board of directors shall issue a notice of convening an interim meeting of the board of supervisors.
If the office of the board of directors delays in issuing the notice of the meeting, the proposing supervisor shall report to the regulatory authority in time. Article 6 convening and presiding over the meeting
The meeting of the board of supervisors shall be convened and presided over by the chairman of the board of supervisors; If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall convene and preside over the meeting. Article 7 notice of meeting
Hold regular meetings of the board of supervisors, and the time limit for notification of regular meetings shall not be less than 10 days. The notice time limit for convening an interim meeting of the board of supervisors may be less than ten days, but not less than two days. When notifying the meeting, the written meeting notice with official seal shall be submitted to all supervisors by direct service, fax, e-mail or other means. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
If the situation is urgent and it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 8 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time, date and place of the meeting;
(II) matters to be considered (meeting proposal);
(III) the date of the notice;
(IV) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of supervisors as soon as possible. Article 9 convening method of the meeting
The meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. During communication voting, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the office of the board of directors after signing for confirmation. The supervisor shall not only state his voting opinions without expressing his written opinions or voting reasons. Article 10 convening of the meeting
The meeting of the board of supervisors shall be held only when more than half of the supervisors are present. If the relevant supervisors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authorities in a timely manner.
The board of supervisors may require directors, senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern. Article 11 deliberation procedures of the meeting
The chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
The chairman of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting to accept questions. Article 12 resolutions of the board of supervisors
The voting at the meeting of the board of supervisors shall be conducted in the form of one person, one vote, open name and written.
The voting intention of supervisors is divided into consent, objection and abstention. Supervisors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, the chairman of the meeting shall require the supervisor to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
The resolution formed by the board of supervisors shall be approved by more than half of all supervisors. Article 13 audio and video recording of the meeting
The meeting of the board of supervisors may be recorded and videotaped as necessary. Article 14 meeting minutes
The staff of the office of the board of directors shall make records of the on-site meeting. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) opinions of each supervisor on the proposal, main points of deliberation and voting at the meeting;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes);
(VII) other matters that the supervisors attending the meeting think should be recorded.
For the meeting of the board of supervisors held by means of communication, the office of the board of directors shall sort out the minutes of the meeting with reference to the above provisions.
The minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors and recorder attending the meeting shall sign the minutes. Article 15 signature of Supervisor
The supervisors attending the meeting shall sign the meeting minutes for confirmation. If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing. When necessary, it shall report to the regulatory department in time, or make a public statement.
If the supervisor neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes. Article 16 announcement of resolutions
The announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange. Article 17 implementation of resolutions
The supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors. Article 18 preservation of meeting archives
The meeting archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting audio and video materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the chairman of the board of supervisors.
The retention period of the meeting materials of the board of supervisors is ten years. Article 19 supplementary provisions
Matters not covered in these Rules shall be implemented with reference to the relevant provisions of the rules of procedure of the board of directors of the company.
In these rules, “above” includes this number.
These Rules shall be formulated by the board of supervisors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply when amending.
These rules are an annex to the articles of association and have the same effect as the articles of association. In case of any inconsistency with the articles of association, the provisions of the articles of association shall prevail.
These Rules shall be interpreted by the board of supervisors.
