Shanghai Youning weishengwu Technology Co., Ltd
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanghai Youning Weisheng Technology Co., Ltd. (hereinafter referred to as "the company") and its shareholders, standardize the work order and behavior of the board of supervisors, 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") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law"), Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "Stock Listing Rules") and other relevant laws, administrative regulations, departmental rules These rules are hereby formulated in accordance with the relevant provisions of normative documents and the articles of association of Shanghai Youning Weisheng Technology Co., Ltd. (hereinafter referred to as the "articles of association").
Chapter II composition and powers of the board of supervisors
Article 2 the company has a board of supervisors, which is composed of three 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 3 the board of supervisors shall include shareholders' representatives and an appropriate proportion of employees' representatives of the company, of which the proportion of employees' representatives shall not be less than one-third of all supervisors. The staff representatives in the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers' Congress, the staff and workers' Congress or other forms.
Article 4 the supervisor of the company is a natural person and cannot serve as the supervisor of the company under any of the following circumstances: (I) no civil capacity or limited civil capacity;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(VI) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) other contents stipulated by laws, administrative regulations, departmental rules or the articles of association.
If a supervisor is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office, the supervisor shall be dismissed by the company.
Directors, general managers and other senior managers shall not concurrently serve as supervisors.
Article 5 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. They shall not take advantage of their authority to accept bribes or other illegal income, and shall not misappropriate the company's property. Article 6 The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re elected.
Article 7 If a supervisor fails to be re elected in time at the expiration of his term of office, or if the number of members of the board of supervisors is lower than the quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform the duties of supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 8 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
Article 9 supervisors may attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors.
Article 10 supervisors shall not use their affiliated relationship to damage the interests of the company. If losses are caused to the company, they shall be liable for compensation.
Article 11 If a supervisor violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 12 the board of supervisors shall exercise the following functions and powers:
(I) review the company's periodic reports prepared by the board of directors and put forward written review opinions; (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 the directors and senior managers to correct 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) investigation can be carried out in case of abnormal operation of the company; 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;
(IX) other functions and powers of the board of supervisors specified in laws, administrative regulations, departmental rules or the articles of association. Article 13 the chairman of the board of supervisors shall be responsible for handling the daily affairs of the board of supervisors. The chairman of the board of supervisors may designate the company's securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Chapter III convening and convening of meetings of the board of supervisors
Article 14 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;
(VI) when required by the securities regulatory authority;
(VII) other circumstances under which the board of supervisors should be convened as stipulated in laws, administrative regulations, departmental rules or the articles of association.
Article 15 before issuing the notice of convening the regular meeting of the board of supervisors, the chairman of the board of supervisors shall solicit proposals from all supervisors.
Article 16 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted 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.
The chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors within three days after receiving the written proposal of the supervisor.
If the chairman of the board of supervisors is lazy in issuing the meeting notice, the proposed supervisor shall report to the regulatory authority in time.
Article 17 when convening regular and interim meetings of the board of supervisors, the chairman of the board of supervisors shall submit the meeting notice to all supervisors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively.
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 18 the notice of the meeting of the board of supervisors shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) convening method of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 19 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 20 the meeting of the board of supervisors can be held on site, and can also be held by video, telephone, fax or e-mail on the premise of ensuring the supervisors to fully express their opinions. The meeting of the board of supervisors may also be held on site at the same time as other methods. If the board of supervisors is held off-site, the number of supervisors present at the meeting shall be calculated by video showing the supervisors present, the supervisors who express their opinions in the teleconference, the effective voting votes actually received by fax or e-mail within the specified time limit, or the written confirmation letter submitted by the supervisor after the meeting.
During communication voting, the supervisor shall fax or email his written opinions and voting intention on the matters under consideration to the chairman of the board of supervisors after signing for confirmation. The chairman of the board of supervisors shall count the voting results and form the resolution of the meeting of the board of supervisors. If the supervisor fails to submit the voting results within the period specified in the meeting notice, it shall be deemed as abstention.
Article 21 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 Secretary of the board of directors and the securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 22 the chairman of the meeting shall request the attending supervisors to express clear opinions on each proposal one by one.
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 23 the voting at the meeting of the board of supervisors shall be carried out in a registered and written manner. 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 the supervisors.
Article 24 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Chapter IV minutes of the meeting of the board of supervisors
Article 25 the board of supervisors shall keep records of on-site meetings. 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) a description of the procedures and convening of the meeting;
(VI) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VII) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VIII) 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 board of supervisors shall sort out the meeting minutes with reference to the above provisions. Article 26 the supervisors attending the meeting shall sign and confirm the meeting minutes, meeting minutes and resolution records. If the supervisor has different opinions on the meeting minutes, meeting minutes or resolution records, he may make a written explanation when signing.
If the supervisor fails to sign for confirmation in accordance with the provisions of the preceding paragraph, does not make a written explanation or make a public statement of his different opinions, it shall be deemed that he fully agrees with the contents of the meeting minutes, meeting minutes and resolution records.
Article 27 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 28 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes, meeting minutes, resolution records, resolution announcements, etc. signed and confirmed by the supervisors attending the meeting, shall be kept by the Secretary of the board of directors.
The meeting materials of the board of supervisors shall be kept for at least 10 years.
Chapter V Implementation and announcement of resolutions of the board of supervisors
Article 29 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 30 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.
Chapter VI supplementary provisions
Article 31 matters not covered in these Rules shall be implemented in accordance with relevant laws, regulations, normative documents and the articles of association. In case of any inconsistency between these rules and relevant laws, regulations, normative documents and the articles of association, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 32 in these rules, "above" includes this number.
Article 33 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. Article 34 these Rules shall be interpreted by the board of supervisors.
Shanghai Youning weishengwu Technology Co., Ltd. February 20, 2022
