Henan Liliang Diamond Co.Ltd(301071)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure, standardize the discussion methods and decision-making procedures of the board of supervisors of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as the “company”), and ensure the standardized and efficient operation and prudent and scientific decision-making of the board of supervisors, 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 (hereinafter referred to as the “Securities Law”) and other laws These rules are formulated in accordance with the provisions of administrative regulations, normative documents and Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Article 2 the board of supervisors of the company is established in accordance with the company law and the articles of association.
Article 3 the board of supervisors shall supervise the senior managers of the company and protect the interests of shareholders, the company and employees from infringement.
Article 4 the activities of the board of supervisors in exercising its supervisory power in accordance with relevant laws, regulations, the articles of association and these Rules shall be protected by law, and no unit or individual shall interfere.
Chapter II convening and notification of the board of supervisors
Article 5 the board of supervisors shall have a chairman, who shall be elected with the consent of more than half of all supervisors. When the chairman of the board of supervisors is unable to perform his functions and powers, he shall appoint a supervisor to perform his functions and powers on his behalf. If the chairman of the board of supervisors fails to perform his duties or appoint other supervisors to perform his duties on his behalf, more than half of the supervisors may jointly elect a supervisor to perform his duties on his behalf.
Article 6 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meetings of the board of supervisors;
(II) check the implementation of the meeting of the board of supervisors;
(III) report to the general meeting of shareholders on behalf of the board of supervisors;
(IV) file a lawsuit on behalf of the board of supervisors against the company’s directors, the Secretary of the board of directors, the general manager, the person in charge of Finance and other senior managers of the company.
Article 7 the meeting of the board of supervisors shall be held at least once every six months. The meeting of the board of supervisors shall be convened by the chairman of the board of supervisors. The supervisor has the right to require the chairman of the board of supervisors to convene an interim Board of supervisors if he has legitimate reasons and purposes. Whether to convene the interim Board of supervisors shall be decided by the chairman of the board of supervisors; However, if more than half of the supervisors propose to convene, the interim Board of supervisors must convene.
Article 8 when convening a meeting of the board of supervisors, the chairman of the board of supervisors shall notify all supervisors of the meeting by fax, express mail or specially assigned person at least three days in advance.
However, under special or emergency circumstances, if 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, which is not limited by the time limit of the notice, but the convener shall make an explanation at the meeting and record it in the meeting minutes.
Article 9 the notice of the meeting of the board of supervisors shall include the following contents: the date, place and duration of the meeting, the cause and topic of the meeting, the form of the meeting and the date of issuing the notice.
Article 10 the agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors, but the chairman of the board of supervisors shall consider the written proposals of other supervisors when determining the agenda of the meeting; The meeting of the board of supervisors must be conducted in accordance with the agenda listed in the written notice convening the meeting.
Chapter III convening and voting of the board of supervisors
Article 11 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 12 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall ask for leave from the chairman of the board of supervisors and entrust other supervisors in writing to attend the meeting on his behalf; The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed 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 waived his voting right at the meeting.
Article 13 the voting procedure of the board of supervisors is voting.
Article 14 the chairman of the board of supervisors may decide to adopt a written proposal instead of convening a meeting of the board of supervisors, but the draft of the proposal must be delivered to each supervisor by hand, express mail, fax, e-mail and other means. If the proposal of the board of supervisors has been sent to all supervisors, and the number of supervisors who have signed and agreed has reached the quorum to make the resolution, and sent to the chairman of the board of supervisors in the above way, the proposal will become the resolution of the board of supervisors and there is no need to convene another meeting of the board of supervisors.
After voting and making a resolution in the form of written proposal, the chairman of the board of supervisors shall timely notify all supervisors of the resolution in writing.
Article 15 if the board of supervisors violates national laws and regulations, the articles of association or the resolution of the general meeting of shareholders, resulting in serious 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 expressed objection during voting and recorded in the meeting minutes, the supervisor may be exempted from liability. The compensation liability of supervisors shall be determined by the general meeting of shareholders of the company.
Article 16 the board of supervisors may invite directors and senior managers to attend the meetings of the board of supervisors as nonvoting delegates when it deems it necessary.
Article 17 the supervisors of the company shall be responsible for the confidentiality of the proceedings and resolutions of the board of supervisors, and shall not disclose relevant information without authorization.
Chapter IV minutes of the meeting of the board of supervisors
Article 18 the board of supervisors shall make minutes of the resolutions on the matters discussed at the meeting. The supervisors and recorder attending the meeting shall sign on the meeting minutes. The supervisor has the right to require some explanatory record of his speech at the meeting in the meeting minutes.
The minutes of the meeting of the board of supervisors shall include the following contents:
(I) the date and place of the meeting and the names of the supervisors present;
(II) agenda of the meeting;
(III) the main points of the supervisor’s speech and the voting method and result of each resolution. The voting result shall indicate the number of votes in favor, against and abstaining.
The minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives.
Article 19 the custody period of the minutes of the meeting of the board of supervisors of the company shall not be less than 10 years.
Chapter V supplementary provisions
Article 20 Unless otherwise specified, the terms used in these rules of procedure have the same meanings as those in the articles of association.
Article 21 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 discrepancy, the above laws, regulations, normative documents and the articles of association shall prevail. Article 22 the terms “above”, “exceeding”, “reaching”, “above” and “within” in these rules include this number; “Over”, “below” and “less than” do not include this number.
Article 23 these Rules shall be formulated, revised and interpreted by the board of supervisors of the company.
Article 24 these Rules shall come into force and be implemented after being deliberated and adopted by the general meeting of shareholders.
Henan Liliang Diamond Co.Ltd(301071) February 25, 2022
