Rules of procedure of the board of supervisors
Chapter I General Provisions
According to the provisions of the company law of the people’s Republic of China and the regulations of the people’s Republic of China on corporate governance and the voting procedures of the board of supervisors, which are hereinafter referred to as “the laws of the people’s Republic of China and the regulations of the people’s Republic of China on the standardization of corporate governance and the voting procedures of the board of supervisors”, Formulate these rules.
Article 2 the company has a board of supervisors. The board of supervisors is composed of five supervisors and has a chairman. Including two employee supervisors. When necessary, the chairman of the board of supervisors may request relevant departments and personnel 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 3 the board of supervisors shall exercise the following functions and powers:
(I) the company shall review the company’s securities issuance documents and periodic reports prepared by the board of directors and put forward written review opinions. The supervisors shall sign written confirmation opinions to ensure that the company discloses information in a timely and fair manner and that the disclosed information is true, accurate and complete. If the supervisor cannot guarantee the authenticity, accuracy and completeness of the company’s securities issuance documents and periodic reports, or has objections, he shall vote against or abstain from voting when the board of supervisors deliberates and reviews the periodic reports, and express his opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the supervisor may directly apply for disclosure;
(II) check the financial affairs of the company;
(III) 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; (IV) require directors and senior managers to make corrections when their acts harm the interests of the company; (V) 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;
(VI) put forward proposals to the general meeting of shareholders;
(VII) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(VIII) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Article 4 the board of supervisors shall supervise the company’s investment, property disposal, merger and acquisition, related party transactions, merger and division, the due diligence of the board of directors, directors and senior managers, and submit special reports on major matters to the general meeting of shareholders.
When the directors and senior managers of the company commit major dereliction of duty or damage the interests of the company, the board of supervisors shall require them to correct it, and may propose the removal or dismissal to the general meeting of shareholders or the board of directors when necessary. The general meeting of shareholders and the board of directors shall discuss and vote on the proposal of the board of supervisors.
Article 5 if the board of supervisors finds that the operation of the company is abnormal, it can conduct investigation, and if necessary, it can hire professional institutions such as law firms and accounting firms to assist its work, and the expenses incurred shall be borne by the company. Chapter III convening and presiding over the meeting
Article 6 the board of supervisors shall hold a meeting at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.
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 other 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 7 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.
Chapter IV notice and proposal of the meeting
Article 8 before issuing the notice of convening the regular meeting of the board of supervisors, the board of supervisors shall solicit proposals from all supervisors. When soliciting proposals and opinions, 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 9 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor through the board of supervisors or directly to the chairman of the board of supervisors. The written proposal shall specify the following items:
(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 3 days after the board of supervisors or the chairman of the board of supervisors receives the written proposal of the supervisor, the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
Article 10 the notice methods for the board of supervisors to convene the interim meeting of the board of supervisors are: telephone notice, written notice, fax notice, personal service and mail service. The time limit for notification is: each meeting shall be notified to all supervisors 2 days before the meeting is held.
In case of emergency, an interim meeting of the board of supervisors may be held at any time.
Article 11 the notice of the meeting of the board of supervisors shall at least include the following contents: the date, place and duration of the meeting, causes and topics, and the date of issuing the notice.
Chapter V convening of the meeting
Article 12 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 13 the meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors may be held by means of communication, but the convener of the board of supervisors shall explain the specific emergency to the attending supervisors. When voting by correspondence, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the board of supervisors after signing for confirmation. Supervisors should not only state their voting opinions without expressing their written opinions or voting reasons.
Chapter VI resolutions and minutes of the meeting
Article 14 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 15 the voting at the meeting of the board of supervisors shall be carried out in the form of one person, one vote, a show of hands or in writing. 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 16 the board of supervisors shall designate staff to make records of on-site meetings. The minutes of the meeting shall include the following contents:
(I) the time, place and method of the meeting and the name of the convener;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VI) voting method and voting results of each proposal (specify the specific number of affirmative, negative and abstention votes); (VII) other matters that the supervisors attending the meeting think should be recorded.
Article 17 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 authority in time, or make a public statement.
Article 18 after the meeting of the board of supervisors, the board of supervisors shall complete the relevant documents of the meeting resolutions according to the minutes of the meeting within two working days, submit them to the chairman of the board of supervisors for signature and announcement; If the resolution of the meeting needs to be implemented by the relevant departments of the company, the relevant resolution documents shall be sent to each implementation unit. 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 19 the meeting archives of the board of supervisors, including meeting notice 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 a special person designated by the chairman of the board of supervisors.
The storage period of the meeting materials of the board of supervisors is 10 years.
Chapter VII supplementary provisions
Article 20 matters not covered in these Rules shall be implemented with reference to the relevant provisions of the articles of association.
Article 21 in these rules, “above” includes this number.
Article 22 these rules are formulated by the board of supervisors and take effect after being deliberated and adopted by the general meeting of shareholders. The same applies to modification. These Rules shall come into force as of the date of listing of the company.
Article 23 the board of supervisors shall be responsible for the interpretation of these rules.
February, 2002
