Guangxi Liugong Machinery Co.Ltd(000528) rules of procedure of the board of supervisors
(revised in December 2021)
catalogue
Chapter I General Provisions Chapter II composition and responsibilities of the board of supervisors Chapter III General provisions of the meeting of the board of supervisors Chapter IV proposal submission and review Chapter V notice of meeting Chapter VI entrustment Chapter VII convening and presiding over the meeting Chapter VIII deliberation of proposals Chapter IX voting and execution of the meeting 7 Chapter X meeting minutes 8 Chapter XI Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to standardize the convening and voting procedures of the meeting of the board of supervisors, ensure that the board of supervisors exercises its functions and powers according to law, and ensure the work efficiency and scientific decision-making of the board of supervisors, the company shall, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and rules These rules of procedure are formulated in accordance with the provisions of normative documents and the Guangxi Liugong Machinery Co.Ltd(000528) 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 is the company’s supervisory authority, exercising the company’s supervisory power within the scope authorized by laws, administrative regulations and the articles of association, and safeguarding the overall interests of the company.
Article 3 the board of supervisors and its members shall be formed and exercise their functions and powers in accordance with laws, administrative regulations and the articles of association.
The expenses necessary for the board of supervisors to exercise its functions and powers shall be borne by the company.
Chapter II composition and responsibilities of the board of supervisors
Article 4 the board of supervisors is composed of three supervisors, with one chairman of the board of supervisors. The chairman of the board of supervisors shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meetings 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.
The board of supervisors shall include shareholder representatives and an appropriate proportion of the company’s employee representatives, of which the proportion of employee representatives shall not be less than 1 / 3. The employee representatives in the board of supervisors shall be democratically elected by the employees of the company through the employee congress, employee congress or other forms. When the employee representative supervisor candidate deliberates the proposal to elect him as the supervisor of the company at the employee congress, employee congress and other competent bodies, he shall personally attend the meeting and communicate with the controlling shareholder, actual controller and other directors of the company on his qualification, professional ability, professional experience, violations of laws and regulations, whether there is a conflict of interest with the company Explain the relationship between supervisors and senior managers.
Article 5 the board of supervisors shall exercise the following functions and powers:
(i) It shall review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
（2） Check the company’s finance, review the financial reports, business reports, profit distribution plans and other financial materials submitted by the board of directors to the shareholders’ meeting, and entrust certified public accountants to review in case of doubt;
（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;
（4） When the acts of directors and senior managers harm the interests of the company, require them to correct them;
（5） 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;
（6） Put forward proposals to the general meeting of shareholders;
（7） Bring a lawsuit against the directors and senior managers in accordance with the provisions of Article 151 of the company law; (8) if it is found that the operation of the company is abnormal, it can conduct an investigation; if necessary, it can hire professional institutions such as accounting firms and law firms to assist them in their work, and the expenses shall be borne by the company;
（9） Supervise the implementation of the company’s dividend policy and decision-making procedures by the board of directors and management;
（10） Other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Chapter III General Provisions on meetings of the board of supervisors
Article 6 the method of discussion of the board of supervisors is to convene a meeting of the board of supervisors. The meetings of the board of supervisors are divided into regular meetings and interim meetings. If the meeting of the board of supervisors cannot be held as scheduled for some reason, the consent of all supervisors shall be obtained for the rescheduling. If an announcement has been made on the convening of the board of supervisors, the reasons for the rescheduling shall be announced.
Article 7 the board of supervisors shall hold a regular meeting every six months. In principle, the time of the meeting shall be determined according to the needs of the disclosure of the annual report and semi annual report.
Article 8 the meetings of the board of supervisors, especially the regular meetings of the board of supervisors, shall be held on site in principle. Under special circumstances, the meeting of the board of supervisors may be held by means of video, telephone, e-mail and written communication.
Article 9 the board of supervisors may convene an interim meeting of the board of supervisors according to the needs of work. Under any of the following circumstances, an interim meeting of the board of supervisors shall be convened:
（1） When any supervisor proposes to hold a meeting;
（2） 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;
（3） When the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
（4） When the company, directors, supervisors and senior managers are sued by shareholders;
（5） When the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shenzhen Stock Exchange;
（6） When required by the securities regulatory authority;
（7） Other circumstances stipulated in the articles of association.
If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor to the chairman of the board of supervisors. The written proposal shall specify the following matters:
(i) Name of the proposed supervisor;
（2） The reasons for the proposal or the objective reasons on which the proposal is based;
（3） Propose the time or time limit, place and method of the meeting;
（4） Clear and specific proposals;
（5） Contact information and proposal date of the proposed supervisor.
When making a proposal, the supervisor shall submit the materials related to the proposal together.
The chairman of the board of supervisors shall convene and preside over the interim meeting of the board of supervisors within 10 working days from the date of receiving the proposal in paragraph 2 of this article.
Article 10 the chairman of the board of supervisors shall be responsible for the organization, convening and preparation of the meeting of the board of supervisors. The chairman of the board of supervisors may request the Secretariat of the board of directors of the company to assist him in handling the daily affairs of the board of supervisors. The Secretary of the board of directors and the securities affairs representative may attend the meetings of the board of supervisors as nonvoting delegates.
Chapter IV proposal submission and examination
Article 11 the supervisors of the company, individually or jointly, can put forward proposals for the meeting of the board of supervisors.
Proposals shall be submitted to the board of supervisors in the name of the proposer. Proposals involving routine supervision matters of the company or other proposals that should not be put forward in the name of the above-mentioned proposer shall be submitted to the board of supervisors in the name of the convener of the meeting.
Article 12 the contents of the proposal must be matters that the board of supervisors has the right to consider.
Article 13 the proposal shall be submitted to the chairman of the board of supervisors in written form, and a written explanation shall be given as to whether the proposed proposal is required to be considered at the regular meeting or the interim meeting of the board of supervisors.
Article 14 the chairman of the board of supervisors shall complete the review within five working days after receiving the proposal.
After review, the chairman of the board of supervisors shall deal with the following situations:
(i) If the form and content of the proposal meet the requirements, notify the proposer that its proposal has been accepted and is ready to be submitted to the regular or interim meeting of the board of supervisors for deliberation;
（2） If the proposal is not clearly expressed and cannot explain the problem, it shall be sent back to the proposer for reconsideration;
（3） If the proposed proposal is not within the scope of the board of supervisors, it is suggested that the proposer submit it to relevant individuals or institutions.
Article 15 after the notice of the regular meeting of the board of supervisors is issued, More than half (including 1 / 2) of the supervisors may jointly put forward new proposals, but they shall be put forward five days before the meeting. If they meet the requirements after examination, they shall issue a supplementary notice within two working days from the date of receiving the proposal and postpone the meeting. If there are no special circumstances, the postponement of the meeting shall be limited to one time. If a new proposal is put forward less than five days from the first notified meeting Proposals or new proposals put forward during the regular meeting of the board of supervisors shall not be considered at the current meeting, nor shall the board of supervisors make resolutions on the matter, but shall be left for consideration at the next meeting, except with the consent of all supervisors.
After the notice of the interim meeting of the board of supervisors is issued, more than half (including half) of the supervisors may put forward new proposals. The new proposals shall not be considered at the current meeting, and the board of supervisors shall not make resolutions on the matter, which shall be left for consideration at the next meeting, except with the consent of all supervisors.
Chapter V notice of meeting
Article 16 the chairman of the board of supervisors shall be responsible for the notice of the meeting of the board of supervisors. The meeting notice shall include the following contents: (I) date and place of the meeting;
（2） Duration of the meeting;
（3） Causes and topics;
（4） Date of notification.
In case of emergency, the interim meeting of the board of supervisors shall be held by sending the meeting notice orally or by telephone. The oral meeting notice shall at least include items (I), (II) and (III) of the above meeting notice, as well as the description that the interim meeting of the board of supervisors shall be held as soon as possible in case of emergency.
If a person other than the chairman of the board of supervisors convenes a meeting of the board of supervisors, the reason why the chairman of the board of supervisors cannot convene and the basis for the convener shall be stated in the meeting notice.
Article 17 the notice of the regular meeting of the board of supervisors shall be sent to all supervisors and other persons who should attend the meeting in writing ten days before the meeting is held, and the notice of the interim meeting of the board of supervisors shall be sent to all supervisors and other persons who should attend the meeting in writing three days before the meeting is held.
Article 18 when serving the notice, the proposal and relevant documents of the meeting shall be attached.
Article 19 service methods of meeting notice include: personal service, letter, fax, telegram, e-mail or other methods.
If the meeting notice is sent by a specially assigned person, the person to be served shall sign (or seal) on the receipt, and the date signed by the person to be served shall be the date of service.
If the meeting notice is sent by letter or telegram, the fifth working day from the date of delivery to the post office shall be the date of service.
If the meeting notice is sent by fax, the date of service shall be three working days from the date of sending the fax.
If it is sent by other means, the date of service shall be determined in accordance with customary practice or other reasonable principles.
Chapter VI entrustment
Article 20 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf. A supervisor shall not accept the entrustment of more than two or more supervisors to attend the board of supervisors on his behalf.
Article 21 entrustment shall be made in writing, and oral entrustment shall be invalid.
Article 22 the power of attorney shall specify the following items and shall be signed or sealed by the principal:
(i) Name of agent;
（2） Agency matters;
（3） Scope of authorization (specify the opinions of voting for, against and abstaining from voting on each topic);
（4） Term of validity.
Article 23 If a supervisor is unable to attend the meeting and entrusts other supervisors to attend on his behalf, he shall notify the convener of the meeting orally or in writing no later than one day before the meeting. Whether the convener has been notified orally or in writing before the meeting, the original power of attorney shall be submitted to the convener no later than two hours before the meeting.
The convener of the meeting shall examine the validity of the power of attorney.
Article 24 the supervisor may revoke the entrustment of other supervisors, but the original written document of revocation of entrustment shall be sent to the convener of the meeting no later than two hours before the meeting, and the original power of attorney shall automatically become invalid.
Article 25 a supervisor who attends the meeting of the board of supervisors on his behalf shall exercise the rights of the supervisor within the scope of authorization. If he exercises beyond the scope of authorization, it shall be invalid.
Article 26 If a supervisor fails to attend the meeting of the board of supervisors or entrust other supervisors to attend the meeting on his behalf, he shall be deemed to have waived his voting right at the meeting.
Article 27 If a supervisor fails to attend the meeting of the board of supervisors in person or entrust other supervisors to attend the meeting on his behalf for two consecutive times, he shall be deemed unable to perform his duties, and the board of supervisors shall recommend the general meeting of shareholders or the staff congress to replace him.
Article 28 persons invited by the board of supervisors to attend the meeting as nonvoting delegates shall attend the meeting of the board of supervisors in person and cannot entrust others to attend the meeting as nonvoting delegates.
Chapter VII convening and presiding over meetings
Article 29 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 30 if the chairman of the board of supervisors fails to convene and preside over the meeting within one working day before the board of directors plans to convene the meeting to review the matters of annual report, semi annual report and quarterly report, or within ten working days from the date of the occurrence of the matters requiring the convening of the interim meeting of the board of supervisors according to these rules, he shall be deemed to be unable to perform his duties or fail to perform his duties, A supervisor jointly elected by more than half of the supervisors may convene and preside over the meeting of the board of supervisors.
Chapter VIII deliberation of proposals
Article 31 supervisors and other invited personnel participating in the meeting shall attend the meeting at the time notified and sign in on the attendance roster.
Article 32 each meeting of the board of supervisors can be held only when more than two-thirds (including two-thirds) of the supervisors are present.
If the number of people attending the meeting fails to meet the above requirements, the chairman of the meeting shall immediately announce the rescheduling of the meeting.
Article 33 the deliberation of each proposal at the meeting of the board of supervisors shall be carried out in the following order:
(i) The sponsor shall explain the proposal;
（2） Participants expressed their opinions on the proposal one by one;
（3） Questions and debates.
Article 34 The chairman of the meeting has the right to decide the discussion time of each topic, whether to stop the discussion, whether to proceed to the next topic, etc.
The chairman of the meeting shall earnestly preside over the meeting, fully listen to the opinions of the supervisors, control the process of the meeting, save time, and improve the efficiency of discussion and the scientificity of decision-making.
