Xinjiang International Industry Co.Ltd(000159) rules of procedure of the board of supervisors
Chapter I General Provisions Chapter II supervisors Chapter III board of supervisors Chapter IV convening of the board of supervisors Chapter V discussion and voting of the board of supervisors Chapter VI implementation of resolutions of the board of supervisors and information disclosure 7 Chapter VII Supplementary Provisions eight
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the articles of association of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the articles of association) in order to ensure the work efficiency and standardization of the proceedings of the board of supervisors of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the “company”), better perform the functions of supervision and protection, and protect the legitimate rights and interests of investors.
Chapter II supervisors
Article 2 the supervisors shall be shareholders’ representatives and employees’ representatives of the company, and the number of supervisors held by employees’ representatives of the company shall not be less than one-third of the number of supervisors.
Article 3 according to the circumstances stipulated in the company law and those who have been confirmed as prohibited by the CSRC and whose prohibition has not been lifted, they shall not serve as supervisors of the company.
Directors, managers and other senior managers shall not concurrently serve as supervisors.
Supervisors shall have professional knowledge or work experience in law, accounting and other aspects.
Article 4 Rights of supervisors:
(I) supervisors have the right to know all kinds of decisions and business conditions of the company;
(II) be entrusted by the board of supervisors to check the company’s business and financial status, consult the company’s books and documents, and have the right to require the directors and relevant personnel of the company to provide relevant situation reports;
(III) inspect and review various meeting forms and books issued by the board of directors in each fiscal year, prepare their opinions into a report, and report to the general meeting of shareholders after being voted by the board of supervisors;
(IV) attend the meeting of the board of supervisors and exercise voting rights;
(V) suggest the board of supervisors to hold an interim meeting if there are justified reasons and purposes;
(VI) attend the general meeting of shareholders and the meeting of the board of directors;
(VII) exercise other supervisory powers in accordance with the provisions of the articles of association and the entrustment of the board of supervisors.
Article 5 obligations of supervisors:
(I) abide by the provisions of laws, administrative regulations and the articles of association, perform the obligations of integrity and diligence, and faithfully perform the duties of supervision;
(II) implement the resolutions of the board of supervisors and safeguard the rights and interests of shareholders and employees and the interests of the company;
(III) it is not allowed to take advantage of its authority to seek private interests, accept bribes and other illegal income, or occupy the company’s property;
(IV) keep the company’s secrets, and shall not disclose the company’s secrets except in accordance with the law or with the consent of the general meeting of shareholders;
(V) frequently receive the visits of the company’s employees and listen to various opinions;
(VI) actively contact with employees of the company.
Article 6 the activities of supervisors exercising their supervisory power according to law shall be protected by law, and no unit or individual shall interfere. The company shall provide necessary office conditions and business activity funds for supervisors to perform their duties.
When performing their duties, supervisors have the right to require any department of the company to provide relevant information. All business departments of the company must provide relevant information and give other necessary assistance as required, and shall not refuse, prevaricate or obstruct.
Article 7 during the term of office, if a supervisor fails to perform his supervision obligations, resulting in significant damage to the interests of the company, shareholders or employees, he shall be investigated for responsibility in accordance with relevant laws and regulations according to the degree of his fault; The general meeting of shareholders may dismiss him according to the prescribed procedures.
If the supervisor violates the provisions of laws and regulations or the articles of association when performing his duties and causes damage to the company, he shall be liable for compensation
Article 8 the company shall not pay taxes for supervisors in any form
Article 9 The term of office of supervisors is three years. The supervisors held by shareholders shall be elected or replaced by the general meeting of shareholders, and the supervisors held by employees shall be democratically elected or replaced by the employees of the company. Supervisors can be re elected.
Article 10 supervisors fail to attend in person or entrust other supervisors to attend the meeting of the board of supervisors for two consecutive times
It shall be deemed unable to perform its duties, and the general meeting of shareholders or the staff and workers’ Congress shall replace it.
Article 11 a supervisor may resign before the expiration of his term of office, except under the following circumstances:
(I) the supervisor is performing his duties and has not been relieved of his responsibilities;
(II) the company is or will become the target company of acquisition and merger.
When a supervisor resigns, he shall submit a written resignation report to the board of supervisors. The board of supervisors shall decide whether to request the convening of the general meeting of shareholders to approve the resignation of the supervisor and fill his vacancy according to the actual situation. The resignation report of the supervisor shall not take effect until it is approved by legal procedures. If the supervisor appointed by the employee representative resigns, it shall be submitted to the employee congress for approval.
Article 12 If the board of supervisors of the company is lower than the minimum quorum due to the resignation of the supervisor, the resignation report of the supervisor shall not take effect until the next supervisor fills the vacancy caused by his resignation.
The remaining supervisors shall convene an extraordinary general meeting of shareholders as soon as possible to elect supervisors to fill the vacancy caused by the resignation of supervisors. Before the general meeting of shareholders makes a resolution on the election of supervisors, the functions and powers of the resigning supervisor and the remaining board of supervisors shall be reasonably limited.
Article 13 when a supervisor resigns or his term of office expires, his obligations to the company and shareholders shall not be automatically relieved within a reasonable period after his resignation report has not taken effect or takes effect, and within a reasonable period after the end of his term of office. His obligation to keep the company’s business secrets confidential shall remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 14 supervisors who have not finished their term of office shall be liable for compensation for the losses caused to the company due to their unauthorized resignation.
Chapter III board of supervisors
Article 15 the board of supervisors is the supervisory body of the company’s business activities and exercises supervisory functions over the board of directors, directors, general manager and other senior managers. The board of supervisors shall be responsible for and report to the general meeting of shareholders.
Article 16 the board of supervisors of the company is composed of five supervisors, including three shareholders’ supervisors elected by the shareholders’ meeting and two employees’ supervisors elected by the employees’ Congress. The board of supervisors has a chairman who is responsible for convening and presiding over the board of supervisors. When the chairman of the board of supervisors is unable to perform his functions and powers, he shall appoint a supervisor to exercise his functions and powers.
Article 17 the board of supervisors shall exercise the following functions and powers:
（1） Check the company’s finance;
（2） Supervise the legality and compliance of directors, managers and other senior managers in performing their duties; （3） When it is found that the acts of directors, managers and other senior managers harm the interests of the company or violate laws, regulations or the articles of association, they can report to the board of directors and the general meeting of shareholders, or directly report to the securities regulatory authority and other relevant departments, And have the right to propose to the general meeting of shareholders the replacement of directors or the dismissal of the general manager or other senior managers to the board of directors;
（4） Propose to convene an extraordinary general meeting of shareholders;
（5） Attend the meetings of the board of directors as nonvoting delegates;
（6） The board of supervisors may require the company’s senior management, internal auditors and external auditors to attend the meeting of the board of supervisors and answer the questions concerned;
（7） Other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Article 18 when performing its duties, the board of supervisors may take the following measures for the problems found:
(I) issue a written notice requiring correction;
(II) request the Audit Department of the company to verify;
(III) entrust qualified accounting firms, law firms and other professional institutions to verify and obtain evidence;
(IV) propose to convene an extraordinary general meeting of shareholders;
(V) report or appeal to relevant state supervision institutions and judicial organs.
Article 19 the measures proposed by the board of supervisors for the problems found shall be implemented only with the consent of more than two-thirds of the supervisors of the board of supervisors.
Article 20 when exercising the supervisory power, the board of supervisors shall not exercise the power on behalf of the board of directors or the manager, nor shall it carry out any business activities on behalf of the company.
Article 21 the board of supervisors shall be responsible for guiding the work of the board of supervisors of the holding subsidiary.
Article 22 the supervision records of the board of supervisors and the results of financial or special inspections shall become an important basis for the performance evaluation of directors, managers and other senior managers.
Article 23 the board of supervisors shall regularly organize supervisors to carry out training and learning activities every year, so as to continuously improve the quality and legal supervision ability of supervisors.
Article 24 the necessary expenses required by the board of supervisors to carry out its work shall be submitted to the Secretary Office of the board of directors for overall arrangement. If it is necessary to exceed the planned expenses due to special circumstances, it shall be reported to the chairman for approval.
Article 25 If the board of supervisors or supervisors of the company commit any of the following acts, it shall be deemed as dereliction of duty after verification, and the company shall have the right to punish the responsible supervisors. If there are serious dereliction of duty, the relevant authorities shall punish them according to law:
(I) failing to fulfill the responsibility of supervision and inspection on the major problems existing in the company or concealing them after discovery;
(II) major problems occur due to the failure to strictly examine the authenticity and integrity of the financial report submitted by the board of directors to the general meeting of shareholders;
(III) accepting illegitimate interests in the performance of duties;
(IV) other serious dereliction of duty recognized by the general meeting of shareholders of the company.
Chapter IV convening of the board of supervisors
Article 26 the board of supervisors shall hold meetings at least twice a year. The notice of the meeting shall be sent to all supervisors in writing, fax or electronic form 10 days before the meeting. The meeting mode can be on-site and communication.
Article 27 the board of supervisors may hold an interim meeting. The notice of the meeting shall be sent to all supervisors in writing, fax or electronic form 5 days before the meeting. The meeting can be held on site and by communication.
Article 28 a meeting of the board of supervisors shall be held upon the proposal of more than one-third (including one-third) of the supervisors, and the meeting of the board of supervisors shall be held only when more than two-thirds of all supervisors are present.
Article 29 with the consent of more than two-thirds of the supervisors of the board of supervisors, the board of supervisors may convene an interim meeting attended by all or part of the supervisors according to the following circumstances:
(I) decision-making materials such as major property right changes and major investments submitted by the enterprise;
(II) consultation requirements proposed by the general manager;
(III) matters assigned by the supervision institution (including but not limited to CSRC, Shenzhen Stock Exchange and audit supervision institution);
(IV) matters decided in the annual work plan of the board of supervisors;
(V) matters proposed to be reported by employees of the company;
(VI) suggestions of directors or supervisors;
(VII) when the company is greatly damaged or in danger of major damage;
(VIII) check the accounting report, profit distribution and other financial data to be submitted by the board of directors, and find any doubt; (IX) it is found that the directors or senior managers of the company fail to perform the obligation of prohibiting competition;
(x) propose to negotiate with or sue the directors on behalf of the company;
（11） When the members of the board of supervisors who attend the board meeting as nonvoting delegates inform the board of supervisors of the resolution of the board of directors;
（12） Other relevant matters.
If the meeting of the board of supervisors cannot be held as scheduled for some reason, a public announcement shall be made to explain the reasons.
Article 30 the notice of the meeting of the board of supervisors shall include the following contents: the date, place and duration of the meeting, the summary of the reasons and topics, and the date of issuing the notice.
Article 31 the notice of the meeting of the board of supervisors shall be delivered by hand or sent by communication.
Article 32 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend the meeting of the board of supervisors for some reason, he may entrust other supervisors in writing to exercise the voting rights on his behalf. The power of attorney shall specify the agent’s name, agency matters, agency 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.
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 given up voting at the meeting.
Article 33 the scope of matters considered by the board of supervisors includes but is not limited to the following matters:
(I) put forward supervision opinions on the business objectives, policies and major investment plans decided by the board of directors of the company;
(II) put forward opinions on the plans and disclosed reports of the company’s interim and annual financial budgets and final accounts; (III) put forward review and supervision opinions on the company’s profit distribution plan and loss recovery plan;
(IV) put forward opinions on major venture capital, mortgage, guarantee, etc. decided by the board of directors;
(V) review the establishment and implementation of the company’s internal control system and put forward opinions;
(VI) put forward corrective opinions on the acts of the company’s directors, managers and other senior managers that violate laws, regulations and articles of association and damage the interests of shareholders and the company when performing their duties;
(VII) resignation, discussion and recommendation of the new supervisor list or supplementary list to the general meeting of shareholders;
(VIII) other issues related to the interests of shareholders and the development of the company;
(IX) matters resolved at the latest board of directors and shareholders’ meeting;
(x) handling of matters determined at the last meeting of the board of supervisors;
（11） Discuss the work report, work plan and work summary of the board of supervisors;
（12） The company’s articles of association stipulates that it is a matter subject to the supervision, examination and evaluation of the board of supervisors.
Chapter V discussion and voting of the board of supervisors
Article 34 voting procedures of the board of supervisors
(I) the chairman of the board of supervisors shall read out the questions of the board of supervisors;
(II) discussion with supervisors;
(III) vote by open ballot.
Article 35 the meeting of the board of supervisors shall discuss the listed topics item by item. When discussing the topics, the supervisors shall express their opinions, and implement the system of one vote for one matter and one vote for one person.
Article 36 when the board of supervisors discusses major issues, if there are conflicting opinions and there are still doubts about the topics discussed, the chairman of the board of supervisors shall decide whether to suspend the voting. After further investigation and verification, it shall be submitted to the next meeting for voting.
Article 37 the supervisors present at the meeting shall be responsible for the meeting
