Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Rules of procedure of the board of supervisors
February, 2002
catalogue
Chapter I General Provisions Chapter II functions and powers of the board of supervisors Chapter III meeting system of the board of supervisors Chapter IV convening and convening of the board of supervisors Chapter V resolutions and minutes of the meeting of the board of supervisors 6 Chapter VI Supplementary Provisions seven
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and decision-making procedures of the board of supervisors of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as the “company”) and promote the supervisors and the board of supervisors to effectively perform their duties, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China These rules are formulated in accordance with the Listing Rules of Shanghai Stock Exchange, the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws and regulations.
Article 2 the board of supervisors is the supervisory body of the company, which is responsible to all shareholders. With financial supervision as the core, it checks the company’s finance according to the company law and other relevant laws, regulations, normative documents and the articles of association, supervises the legality and compliance of directors and senior managers in performing their duties, and exercises other functions and powers specified in the articles of association, Safeguard the legitimate rights and interests of the company and shareholders.
Article 3 the board of supervisors consists of five supervisors, including two employee supervisors and one chairman of the board of supervisors. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 4 the board of supervisors shall set up an office of the board of supervisors, which shall be responsible for the daily specific affairs of the board of supervisors. The chairman of the board of supervisors also serves as the head of the office of the board of supervisors and keeps the seal of the board of supervisors. The chairman of the board of supervisors may designate relevant staff of the company to assist him in handling the daily affairs of the board of supervisors.
Chapter II functions and powers of the board of supervisors
Article 5 the board of supervisors shall exercise the following functions and powers:
（1） It shall review the company’s periodic reports prepared by the board of directors and put forward written review opinions; （2） Financial inspection of the company;
（3） Supervise the acts of directors and senior managers in performing their duties of the company, and put forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders;
（4） Require the directors and senior managers to correct when their acts harm the interests of the company;
（5） Propose to convene an extraordinary general meeting of shareholders and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the company law;
（6） Put forward proposals to the general meeting of shareholders;
（7） In accordance with the provisions of Article 151 of the company law, the directors and senior managers shall be proposed
Prosecution;
（8） If it is found that the operation of the company is abnormal, it can be investigated; When necessary, professional institutions such as accounting firms and law firms can be hired to assist their work, and the expenses shall be borne by the company. （9） Other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 6 the board of supervisors shall read out the special supervision report of the company in the past year at the annual general meeting of shareholders, including:
（1） Inspection of the company’s finance;
（2） The implementation of relevant laws and regulations, articles of association and resolutions of the general meeting of shareholders by the directors, general manager and other senior managers of the company;
（3） The evaluation of the board of supervisors on the integrity and diligence of the directors, general manager and other senior managers in performing their duties of the company;
（4） Other major events that the board of supervisors believes should be reported to the general meeting of shareholders.
When the board of supervisors deems it necessary, it may also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
Article 7 the board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions, indicating whether the preparation and review procedures of the periodic reports by the board of directors meet the requirements of laws, regulations and relevant provisions of the stock exchange, and whether the contents of the periodic reports can truly, accurately and completely reflect the actual situation of the company. The supervisor shall sign a written confirmation opinion on the periodic report.
When the supervisor finds that the company or its directors, supervisors, senior managers, shareholders and actual controllers have fraud, fraud and other situations that may lead to material misstatement related to the financial accounting report, he shall require the relevant parties to correct or stop immediately, report to the board of directors and the board of supervisors in time, and submit them to the board of directors and the board of supervisors for verification, When necessary, it shall report to the stock exchange.
Article 8 when exercising its functions and powers, the board of supervisors may employ law firms, accounting firms and other professional institutions to assist its work when necessary, and the expenses incurred shall be borne by the company.
Chapter III meeting system of the board of supervisors
Article 9 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 once every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
（1） When any supervisor proposes to hold a meeting;
（2） 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;
（3） When the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
（4） When the company, directors, supervisors and senior managers are sued by shareholders;
（5） Other circumstances stipulated in the articles of association.
Article 10 before issuing the notice of convening the regular meeting of the board of supervisors, the chairman of the board of supervisors shall solicit meeting proposals from all supervisors and may solicit opinions from the employees of the company. When soliciting proposals and opinions, the chairman of the board of supervisors 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 11 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall directly submit a written proposal signed by the proposing supervisor to the chairman of the board of supervisors. The written proposal shall specify the following items:
（1） Name of the proposed supervisor;
（2） The reasons for the proposal or the objective reasons on which the proposal is based;
（3） Propose the time or time limit, place and method of the meeting;
（4） Clear and specific proposals;
（5） Contact information and proposal date of the proposed supervisor.
Within 3 days after the chairman of the board of supervisors receives the written proposal of the supervisor, the chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
Chapter IV convening and convening of the board of supervisors
Article 12 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 13 when convening regular and interim meetings of the board of supervisors, the chairman of the board of supervisors shall send a written notice of the meeting stamped with the seal of the board of supervisors 10 days and 3 days in advance, and submit it to all supervisors and the Secretary of the board of directors by hand, e-mail (including e-mail) or fax. 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 14 the written notice of the meeting shall at least include the following contents:
（1） Time, place and duration of the meeting;
（2） Matters to be considered (proposal of the meeting);
（3） The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
（4） Meeting materials necessary for supervisors’ voting;
（5） The supervisor shall attend the meeting in person;
（6） Contact person and contact information;
（7） Date of notification.
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 15 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf.
If the supervisor entrusts other supervisors to attend on his behalf, the power of attorney shall specify the name, agency matters, authority and validity period of the agent, and shall be signed or sealed by the principal; If a supervisor fails to attend the meeting of the board of supervisors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 16 the meeting of the board of supervisors shall be held on site. If necessary, the meeting can also be held by video, telephone, fax, express delivery or e-mail voting with the consent of the convener (host) and the proposer on the premise of ensuring the full expression of opinions by the supervisors. The meeting of the board of supervisors may also be held on site at the same time as other methods.
If the meeting is not held on site, the number of supervisors attending the meeting shall be calculated by video showing the supervisors present, the supervisors who express their opinions in the teleconference, the actual receipt of valid voting votes such as fax, express delivery or e-mail within the specified time limit, or the written confirmation letter submitted by the supervisor after the meeting.
Article 17 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. The Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 18 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 19 the voting at the meeting of the board of supervisors shall be carried out by open ballot.
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.
Chapter V resolutions and minutes of the meeting of the board of supervisors
Article 20 a resolution of the board of supervisors shall be formed with the consent of more than half of the supervisors.
When holding a meeting of the board of supervisors, the company shall timely submit the resolution of the board of supervisors to the Shanghai stock exchange for filing after the meeting, and make an announcement after being registered by the Shanghai Stock Exchange.
The resolution of the board of supervisors shall be signed and confirmed by the supervisors attending the meeting. The supervisor shall ensure that the contents of the announcement of the resolution of the board of supervisors are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Article 21 If a supervisor is related to the objects involved in the matters decided at the meeting of the board of supervisors, he shall withdraw from voting.
Article 22 the meetings of the board of supervisors held on site or by video or telephone may be recorded as needed.
Article 23 the chairman of the board of supervisors and the staff assisting him in completing the work of the board of supervisors shall make records of the on-site meeting. The minutes of the meeting shall include the following contents:
（1） Session, time, place and mode of the meeting;
（2） Issuance of meeting notice (time and method);
（3） Convener and moderator of the meeting;
（4） Attendance at the meeting (name and number of supervisors attending in person, entrusted to attend and absent, reasons for absence, etc.);
（5） The proposal considered at the meeting, the key points and main opinions of each supervisor on relevant matters, the voting intention of the proposal, and the reasons for the objection or abstention of relevant supervisors;
（6） Voting method and voting result of each proposal (specify the specific number of affirmative, negative and abstention votes);
（7） Other matters that the attending supervisors think should be recorded.
For the meeting of the board of supervisors held by means of communication, the chairman of the board of supervisors and the staff assisting him in completing the work of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 24 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.
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, he shall be deemed to fully agree with the contents of the meeting minutes.
Article 25 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 26 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by the chairman of the board of supervisors.
The retention period of the meeting materials of the board of supervisors shall not be less than 10 years.
Chapter VI supplementary provisions
Article 27 matters not covered in these rules of procedure shall be implemented in accordance with the applicable laws, regulations, rules, normative documents and the relevant provisions of the articles of association.
Article 28 in case of any conflict between these rules of procedure and the provisions of relevant laws, regulations, normative documents and the articles of association, the latter provisions shall prevail, and these Rules shall be revised in time.
Article 29 the terms “above” and “within” in these rules of procedure include this number, and “less than” does not include this number. Article 30 these rules of procedure constitute an annex to the articles of association, which shall come into force and enter into force on the date of deliberation and adoption by the general meeting of shareholders, and the same shall apply when amending.
Article 31 these rules of procedure shall be interpreted by the board of supervisors of the company.
