Inner Mongolia Dazhong Mining Co.Ltd(001203)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and procedures of the company’s board of supervisors, ensure the work efficiency of the board of supervisors, earnestly exercise the functions and powers of the board of supervisors and give full play to the supervisory role of the board of supervisors, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules are formulated in accordance with the securities law of the people’s Republic of China and the Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 These rules are binding on all supervisors of the company, staff designated by the board of supervisors and other relevant personnel attending the meetings of the board of supervisors.
Chapter II board of supervisors
Article 3 according to the articles of association, the board of supervisors is composed of three supervisors.
Article 4 the board of supervisors shall have a chairman, who shall be elected and removed by more than half of all supervisors.
Article 5 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 company’s finance;
(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) propose to convene an interim meeting of the board of directors;
(VIII) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(IX) if the company’s operation is found to be abnormal, it can be investigated; 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;
(x) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Article 6 at the annual general meeting of shareholders of the company, the board of supervisors shall read out the special supervision report of the company in the past year, including:
(I) financial inspection of the company;
(II) the due diligence of directors and 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;
(III) 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 may also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
Article 7 when exercising the above functions and powers, the board of supervisors may employ law firms, accounting firms and other professional institutions to provide assistance when necessary, and the expenses incurred shall be borne by the company.
Article 8 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Shareholders who individually or jointly hold more than 10% of the company’s shares propose to the board of supervisors to convene an extraordinary general meeting of shareholders. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original request in the notice shall be approved by the relevant shareholders.
Article 9 when supervisors attend the general meeting of shareholders as nonvoting delegates, the board of supervisors shall cooperate with the board of directors to reply and explain the questions and suggestions of shareholders, except that the business secrets of the company cannot be disclosed at the general meeting of shareholders.
Article 10 supervisors shall attend the meetings of the board of directors of the company as nonvoting delegates, and supervise the legality of the convening procedures of the board of directors of the company, the withdrawal of related directors from voting, and whether the contents of the resolutions of the board of directors comply with the provisions of laws, regulations and the articles of association, and the actual needs of the company.
Article 11 the board of supervisors shall hold a meeting at least once every six months. The notice of regular meeting shall be delivered to all supervisors by hand, mail, e-mail or fax 10 days before the meeting.
Article 12 the chairman of the board of supervisors may convene an interim meeting of the board of supervisors according to actual needs or at the request of more than one-third of the supervisors. The notice of the meeting shall be delivered to all supervisors by hand, mail, fax or e-mail three days before the meeting. When the supervisor requests to hold an interim meeting of the board of supervisors, he shall indicate the reason and purpose of the meeting.
Chapter III meeting notice and sign in rules
Article 13 when the company holds a meeting of the board of supervisors, under normal circumstances, the chairman shall decide the time, place, content and participants of the meeting. The meeting notice shall be signed and issued by the chairman, and the contact person of the board of supervisors shall be responsible for notifying all relevant personnel and preparing for the meeting.
Article 14 the meeting notice must be delivered by hand, mailed, faxed or e-mailed. The regular meeting shall be notified to the person 10 days in advance; The temporary meeting shall be notified to the person 3 days in advance. If the meeting is postponed or cancelled for some reason, the person in charge shall be notified 1 day ahead of the original date.
Article 15 after receiving the notice of the meeting, each person who should participate in the meeting shall inform the contact person whether to participate in the meeting two days before the date of the meeting.
Article 16 If a supervisor is unable to attend the meeting for some reason, he may entrust other supervisors to attend and vote on his behalf.
The entrustment must be in writing, and the content and authority of the entrustment shall be specified in the power of attorney. The written power of attorney shall be delivered to the contact person one day before the meeting. The contact person shall handle the authorization registration and announce it to the participants at the beginning of the meeting.
The power of attorney can be made by the contact person in a unified format and delivered to the supervisor with the notice.
Article 17 a sign in system must be implemented for the meeting of the board of supervisors. All personnel participating in the meeting must sign in in person and cannot be signed by others. The meeting attendance book and other written materials of the meeting shall be filed and kept together.
Chapter IV Rules of meeting proposals
Article 18 the proposals that the supervisors and other relevant personnel of the company need to submit to the board of supervisors for research, discussion and decision shall be submitted to the contact person of the board of supervisors in advance. The contact person of the board of supervisors shall collect, classify and submit them to the chairman for review, and the chairman shall decide whether to include them in the agenda.
In principle, all proposals submitted shall be included in the agenda. For proposals not included in the agenda, the chairman shall explain the reasons to the proposer in writing, otherwise the proposer has the right to reflect the situation to the relevant regulatory authorities.
The contents of the proposal shall be delivered to all supervisors and relevant persons who need to attend the meeting as nonvoting delegates together with the meeting notice (except for the contents of relevant materials issued by intermediary institutions).
Article 19 the proposal of the board of supervisors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the scope of business activities of the company and the responsibilities of the board of supervisors;
（2） The proposal must conform to the interests of the company and shareholders;
（3） There are clear topics and specific matters;
（4） Must be submitted in writing.
Chapter V rules of procedure and resolutions of the meeting
Article 20 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. The resolution of the board of supervisors must be adopted by more than 1 / 2 of the supervisors.
Article 21 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 of the board of supervisors.
Article 22 If a supervisor fails 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 the board of supervisors shall recommend the general meeting of shareholders or the general meeting of employees to replace him.
Article 23 the meeting of the board of supervisors shall give full play to the democracy of deliberation, respect the opinions of each supervisor, and allow supervisors to retain their different opinions when making decisions. Supervisors with different opinions or dissenting opinions shall obey and implement the decisions made by the board of supervisors, and shall not contradict or act according to their own wishes in the implementation of the decisions. Otherwise, the board of supervisors may recommend the general meeting of shareholders or the general meeting of employees to replace them.
Article 24 for each topic discussed by the board of supervisors, the proposer or a designated supervisor must make a speech at the theme center, explaining the main contents, causes and consequences of the topic and the leading opinions of the proposal. For important proposals, relevant personnel shall be organized to conduct investigation and verification in advance, and a written report on investigation and verification shall be written for the convenience of deliberation by all supervisors.
Article 25 non voting participants in the meeting of the board of supervisors shall only attend the meeting when discussing relevant topics, and shall withdraw at other times. Non voting participants have the right to speak, but not to vote. Before making a decision, the board of supervisors shall fully listen to the opinions of non voting personnel.
Article 26 the resolution of the board of supervisors shall be voted by show of hands. However, if two or more supervisors request to vote by open ballot, it shall be voted by open ballot. Each supervisor has one vote.
Article 27 on the premise that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held by means of written voting and make resolutions, which shall be signed by the participating supervisors. After obtaining the signatures of the number of supervisors required to pass the resolution as stipulated in the articles of association, the resolution shall come into force on the date of signing by the last signing supervisor. Written resolutions may be delivered by hand, mail or fax.
Article 28 the board of supervisors shall make a decision on each proposal put on the agenda in writing. There are two written records of decisions: minutes and resolutions.
Article 29 the opinions and explanations of supervisors on the matters discussed shall be accurately recorded in the meeting minutes.
Article 30 the meeting of the board of supervisors shall be recorded by the contact person. If the contact cannot record normally for some reason, the contact shall appoint a recorder to record. The contact person shall inform the recorder in detail of the record requirements and confidentiality obligations to be performed.
Supervisors, contacts and recorder attending the meeting shall sign on the record.
The minutes of the board of supervisors shall be kept for ten years.
Chapter VI post meeting matters
Article 31 the attendance book, power of attorney, records, minutes, resolutions and other written materials of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 32 before the decisions of the board of supervisors are disclosed through normal channels, all personnel participating in the meeting shall not disclose secrets in any way, let alone seek private interests.
Chapter VII supplementary provisions
Article 33 the power of interpretation of these rules belongs to the board of supervisors.
Article 34 If the contents of these rules conflict with the provisions of laws, regulations, rules and the articles of association, such contents shall be invalid, and the board of supervisors of the company shall revise these rules in time.
Article 35 these Rules shall come into force from the date of adoption by the general meeting of shareholders, and the same shall apply to amendments.
Inner Mongolia Dazhong Mining Co.Ltd(001203) March 3, 2022
