Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-033
Bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
Rules of procedure of the board of supervisors
(the system was revised by the resolution of the company's first extraordinary general meeting of shareholders in 2022 on February 17, 2022)
Preface original clause revised clause
number
1.1 error! No bookmark specified. In order to enter a 1.1 error! No bookmark specified. In order to further improve the corporate governance structure of China Wuyi Co.Ltd(000797) and China Wuyi Co.Ltd(000797) (hereinafter referred to as the "company") and ensure that the board of supervisors independently exercises its supervision power according to law, According to the company law of the people's Republic of China (the company law of the people's Republic of China) (hereinafter referred to as the company law), the administration of justice of the people's Republic of China, the securities law of the people's Republic of China and the securities law of the people's Republic of China And other relevant laws, guidelines for the work of the board of supervisors of municipal companies and other provisions of political laws and regulations and the articles of association, formulate the provisions and rules of these laws, administrative regulations and the articles of association. Formulate these rules.
2.4.9 according to article 152.4.9 of the company law and the provisions of Article 2 of the company law, bring a lawsuit against the directors, senior managers and senior managers;
Bring a lawsuit;
3.8 the meeting of the board of supervisors shall be attended by the supervisors themselves. 3.8 the meeting of the board of supervisors shall be attended by the supervisor in person. If the supervisor is unable to attend for some reason, he may submit the meeting in advance. If a supervisor is unable to attend for some reason, he may give a written opinion or vote on the matter, appoint a written committee to submit a written opinion or vote first, or entrust other supervisors to attend on his behalf. The power of attorney shall be written to entrust other supervisors to attend on behalf of them. The name, agency matters, authority and 3 power of attorney of the appointed agent shall specify the name of the agent and the period of validity of the agent, and shall be signed or sealed by the principal. Matters, authority and term of validity, and the supervisor who is entrusted to attend the meeting on his behalf shall sign or seal the person within the scope of authorization. The supervisor who attends the meeting on behalf of the supervisor shall exercise the rights of the supervisor. A supervisor shall not exercise the rights of supervisors within the scope of authorization, and shall accept more than two or more supervisors at a meeting of the board of supervisors. A member who has more than one third of the total number of supervisors
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1 error! No bookmark specified 0 purpose
1.1 error! No bookmark specified. In order to further improve the corporate governance structure of China Wuyi Co.Ltd(000797) (hereinafter referred to as "the company") and ensure that the board of supervisors independently exercises its supervision power according to law, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China, the guidelines for the work of the board of supervisors of listed companies and other relevant laws, administrative regulations and the articles of association, Formulate these rules.
1.2 error! No bookmark specified. The board of supervisors shall exercise the company's supervision power according to law to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement.
1.3 error! No bookmark specified. Supervisors shall abide by laws, regulations and the articles of association and faithfully perform their supervisory duties.
1.4 error! No bookmark specified. The activities of supervisors exercising their supervisory power according to law shall be protected by law, and no unit or individual shall interfere. 2 error! No bookmark specified 0 composition and powers of the board of supervisors
2.1 error! No bookmark specified. The company establishes the board of supervisors according to law. The board of supervisors is the supervision organization established by the company according to law and is responsible for and reports to the general meeting of shareholders.
2.2 error! No bookmark specified. The board of supervisors consists of five supervisors, including the following:
2.2.1 shareholder representatives;
2.2.2 not less than one-third of the total number of members of the board of supervisors.
2.3 error! No bookmark specified. If the number of the board of supervisors of the company is lower than the legal minimum due to the resignation of supervisors, and the number of employee representative supervisors is less than one-third of the members of the board of supervisors due to the resignation of employee representative supervisors, the resignation report of the supervisor shall take effect only after the next supervisor fills the vacancy caused by his resignation.
The remaining supervisors shall request to convene an extraordinary general meeting of shareholders as soon as possible to elect supervisors and fill the vacancy caused by the resignation of supervisors.
If the supervisor who is the employee representative resigns, it shall request to convene the employee congress, employee congress or other democratic meetings as soon as possible to elect the employee supervisor and fill the vacancy caused by the resignation of the employee supervisor.
In case of any circumstance in paragraph 1, the company shall complete the by election within two months.
2.4 error! No bookmark specified. The board of supervisors shall exercise the following functions and powers:
2.4.1 review the company's periodic reports prepared by the board of directors and put forward written review opinions;
2.4.2 check the company's finance;
2.4.3 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;
2.4.4 require directors and senior managers to correct when their acts harm the interests of the company;
2.4.5 supervise the performance of duties of independent directors;
2.4.6 supervise the implementation of the special committee of the board of directors;
2.4.7 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;
2.4.8 put forward proposals to the general meeting of shareholders;
2.4.9 file a lawsuit against directors and senior managers in accordance with the provisions of the company law;
2.4.10 in case of abnormal operation of the company, investigation can be carried out; 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.
2.5 error! No bookmark specified. The main scope of discussion of the board of supervisors is:
2.5.1 put forward supervision opinions on the business objectives, policies and major investment plans decided by the board of directors of the company;
2.5.2 put forward opinions on the plans and disclosed reports of the company's interim and annual financial budgets and final accounts;
2.5.3 put forward review and supervision opinions on the company's profit distribution plan and loss recovery plan;
2.5.4 put forward opinions on major venture capital, mortgage, guarantee, related party transactions and various financing decisions made by the board of directors;
2.5.5 review the establishment and implementation of the company's internal control system and put forward opinions;
2.5.6 put forward corrective opinions on the acts of directors, managers and other senior managers of the company that violate laws, regulations and the articles of association and damage the interests of shareholders and the company when performing their duties;
2.5.7 the change of supervisors, resignation, discussion and recommendation of the list of new supervisors or supplementary list shall be submitted to the general meeting of shareholders;
2.5.8 remuneration and other benefits of senior management of the company;
2.5.9 discuss the litigation claims put forward by shareholders;
2.5.10 put forward written review opinions on the periodic report, stating whether the preparation and review procedures of the board of directors for the periodic report comply with the laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the listed company;
2.5.11 other issues related to the interests of shareholders and the development of the company.
3 error! No bookmark specified 0 supervision procedures of the board of supervisors
3.1 error! No bookmark specified. The meetings of the board of supervisors are divided into regular meetings and interim meetings. Regular meetings shall be held every six months.
The supervisor has the right to require the chairman of the board of supervisors to convene an interim meeting of the board of supervisors if he has a legitimate reason and purpose. Whether to convene the meeting or not shall be decided by the chairman of the board of supervisors; However, if more than one-third of the supervisors jointly propose, the interim meeting of the board of supervisors shall be held.
3.2 error! No bookmark specified. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
3.2.1 when any supervisor proposes to hold a meeting;
3.2.2 when the general meeting of shareholders and the meeting of the board of directors pass a resolution in violation of laws, regulations, rules, articles of association and resolutions of the general meeting of shareholders of the company;
3.2.3 when the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
3.2.4 when the company, directors, supervisors and senior managers are sued by shareholders; Punishment or public condemnation by Shanghai and Shenzhen stock exchanges;
3.2.6 when required by relevant government departments;
3.2.7 other circumstances specified in the articles of association.
3.3 error! No bookmark specified. If a supervisor proposes to convene an interim meeting of the board of supervisors, he may 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:
3.3.1 name of the proposed supervisor;
3.3.2 reasons for the proposal or objective reasons on which the proposal is based;
3.3.3 propose the time or time limit, place and method of the meeting;
3.3.4 clear and specific proposals;
3.3.5 contact information and proposal date of the proposed supervisor.
The chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors within two days after receiving the written proposal of the supervisor.
3.4 the board of supervisors shall notify all supervisors in writing 10 days before the meeting is held; The interim meeting of the board of supervisors shall be notified to all supervisors 3 days before the meeting is held. 3.5 the notice of the meeting of the board of supervisors shall be sent by special person, e-mail, fax, e-mail or telephone.
3.6 the meeting notice shall include the following contents:
3.6.1 date, place and duration of the meeting;
3.6.2 causes and topics;
3.6.3 date of notice.
If the time, place and other matters of the meeting or the proposal of the meeting is added, changed or cancelled, a written change notice shall be sent two days before the originally scheduled date of the meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than two days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all supervisors attending the meeting. After the notice of the interim meeting of the board of supervisors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all participating supervisors in advance and make corresponding records.
3.8 the meeting of the board of supervisors shall be attended by the supervisors themselves. If the supervisor is unable to attend for some reason, he may submit written opinions or vote in advance, or entrust other supervisors to attend on his behalf in writing. The power of attorney shall specify the agent's name, agency matters, authority and validity period, and shall be signed or sealed by the principal. The supervisor who attends the meeting on his behalf shall exercise the rights of the supervisor within the scope of authorization. A supervisor shall not accept the entrustment of more than two supervisors or more than one third of the total number of supervisors at a meeting of the board of supervisors.
If the supervisor fails to attend the meeting of the board of supervisors in person or entrust a representative to attend the meeting of the board of supervisors, and fails to submit written opinions or vote, it shall be deemed to have waived the voting right at the meeting of the board of supervisors. 3.9 if a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times, he shall be deemed to be unable to perform his duties and shall be replaced at the shareholders' meeting or the workers' Congress.
3.10 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. 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, the vice chairman of the board of supervisors shall convene and preside over the meeting; If the vice 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. The Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates. 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 relevant government departments or inform the shareholders of the company in a timely manner.
A resolution made by the board of supervisors must be adopted by more than half of all supervisors. Each supervisor has one vote.
3.11 the resolution of the board of supervisors shall be decided by the chairman of the board of supervisors by show of hands or voting. If any supervisor requests to vote by open ballot, it shall vote by open ballot.
3.12 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes.
The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept as the company's archives for a period of 10 years. 3.13 supervisors shall be responsible for the resolutions of the board of supervisors. If the resolution of the board of supervisors violates laws, regulations or the articles of association, resulting in losses to the company, the supervisors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the supervisor has expressed objection during voting and recorded it in the meeting minutes, the supervisor may be exempted from liability.
3.14 the board of supervisors may require the company's directors, general manager and other senior managers, internal and external auditors to attend the meeting of the board of supervisors and answer questions of concern.
3.15 at the annual general meeting of shareholders, the board of supervisors shall read out the special supervision report of the company in the past year, including:
3.15.1 financial inspection of the company;
3.15.2 the due diligence of directors, general managers and other senior managers in performing their duties of the company and the implementation of relevant laws, regulations, articles of association and resolutions of the general meeting of shareholders;
3.15.3 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 can also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
