Rules of procedure of the board of supervisors
(revised at the 24th Meeting of the 8th board of supervisors on December 14, 2021, it needs to be submitted to the fifth extraordinary general meeting of shareholders in 2021 for deliberation and revision)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the “company”) and ensure that the board of supervisors independently exercise its powers and perform its obligations according to law, in accordance with the company law of the people’s Republic of China, the governance standards for listed companies and the Yunnan Copper Co.Ltd(000878) articles of Association (hereinafter referred to as the articles of association) ）And other relevant laws, regulations and rules. All supervisors of the company shall abide by the provisions of these rules.
Article 2 the company shall establish a board of supervisors according to law, exercise the right of supervision, protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement, and be responsible for and report to the general meeting of shareholders.
Chapter II supervisors
Article 3 the supervisor of the company shall be the shareholder representative and the employee representative of the company. The number of supervisors held by the employee representatives of the company shall not be less than one-third of the number of supervisors.
Article 4 supervisors shall have professional knowledge or work experience in finance, law, finance and enterprise management.
Article 5 supervisors shall abide by the provisions of laws, administrative regulations and the articles of association, and perform the obligations of integrity and diligence.
Article 6 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) Having no or limited capacity for civil conduct;
（2） 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;
（3） Where he is a director, factory director or manager of a company or enterprise in bankruptcy liquidation and is 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;
（4） 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;
（5） A large amount of personal debt is not paid off when due;
（6） Being banned from entering the securities market by the CSRC before the expiration of the time limit;
（7） Other contents stipulated by laws, administrative regulations or departmental rules. If a supervisor is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. If a supervisor falls under the circumstances of this article during his term of office, the company shall remove him from his post. The company’s directors, managers, financial principals, Secretary of the board of directors and other senior managers shall not concurrently serve as supervisors.
Article 7 The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re elected. Supervisors held by shareholders’ representatives shall be elected or replaced by the shareholders’ meeting; The supervisor held by the employee representative shall be democratically elected or replaced by the employees of the company.
Article 8 supervisors enjoy the following rights:
(i) Right to know: supervisors have the right to know the company’s decision-making and operation; （2） Review right: have the right to inspect the company’s finance, books and documents, and require the company’s directors and relevant personnel to provide relevant materials;
（3） Right to attend: have the right to attend the meeting of the board of supervisors, the general meeting of shareholders and the meeting of the board of directors of the company;
（4） Voting rights: each supervisor has one vote on the resolutions of the board of supervisors;
（5） Supervision power: to supervise the performance of the directors and senior managers of the company;
（6） Propose to convene an interim meeting of the board of supervisors;
（7） Other rights stipulated by laws, regulations or the articles of association. Article 9 in case of any of the following circumstances, the board of supervisors shall propose to the general meeting of shareholders or the general meeting of employees to replace the supervisor:
(i) It is not suitable to continue to serve as a supervisor due to job change during the term of office;
（2） Unable to attend the meeting of the board of supervisors in person or entrust others to attend the meeting of the board of supervisors for two consecutive times;
（3） Major dereliction of duty or violation of laws and regulations during his term of office; (IV) other circumstances under which he is not suitable to serve as a supervisor according to relevant laws and regulations. Except for the above reasons, the company shall not replace the supervisor at will.
Article 10 if a supervisor commits any of the following acts, it may be deemed as dereliction of duty, and the board of supervisors shall formulate specific punishment measures and submit them to the general meeting of shareholders for discussion and approval; In case of serious dereliction of duty, it shall be transferred to the relevant authorities:
(i) Failing to fulfill the responsibility of supervision and inspection or concealing and failing to report the major problems existing in the company after discovery;
（2） Major problems occur due to the failure to strictly review the authenticity and integrity of the financial report submitted by the board of directors to the general meeting of shareholders;
（3） Divulging company secrets;
（4） Accepting illegitimate interests in the performance of duties;
（5） Other serious dereliction of duty recognized by the general meeting of shareholders of the company. Article 11 a supervisor may resign before the expiration of his term of office, and a supervisor who resigns shall submit a written resignation report to the board of supervisors.
If the number of the board of supervisors of the company is less than 3 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 board of supervisors shall propose to 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 shareholders’ meeting makes a resolution on the election of supervisors, the functions and powers of the supervisor who proposes to resign shall be reasonably limited. Before the newly elected supervisor takes office, the original supervisor shall still perform the duties of supervisor in accordance with laws, administrative regulations, departmental rules and the articles of association.
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 according to 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 12 a supervisor whose term of office has not ended shall be liable for compensation for the losses caused to the company due to his unauthorized resignation.
Chapter III board of supervisors
Article 13 the company has a board of supervisors. The board of supervisors consists of 5 supervisors, including 3 shareholder supervisors, 2 employee supervisors, and 1 Chairman of the board of supervisors, who performs the functions and powers of the convener of the board of supervisors. The chairman of the board of supervisors is 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.
Article 14 the chairman of the board of supervisors shall, in addition to the relevant duties of the above supervisors, exercise the following rights:
(i) Convene and preside over the meetings of the board of supervisors and inspect the implementation of the resolutions of the board of supervisors;
（2） Report to the general meeting of shareholders on behalf of the board of supervisors;
（3） Attend the meetings of the board of directors of the company as nonvoting delegates and inform the supervisors who do not attend the meetings of the board of directors.
Article 15 the board of supervisors shall exercise the following functions and powers:
(i) It shall review the securities issuance documents and periodic reports prepared by the board of directors and put forward written review opinions, and the supervisors shall sign written confirmation opinions; （2） Check the company’s finance;
（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） Require the directors and senior managers to correct when their acts harm the interests of the company;
（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 Article 151 of the company law;
（8） If it is found that the operation of the company is abnormal, it can conduct investigation; if necessary, it can hire professional institutions such as accounting firms and law firms to assist its work, and the expenses shall be borne by the company.
（9） Supervise the implementation of the resolutions of the general meeting of shareholders and the major decision-making procedures of the board of directors;
（10） Focus on supervising the company’s major financing, investment, guarantee, sale or acquisition of assets, merger and other acts
（11） Other functions and powers granted by laws, regulations and the articles of association or the general meeting of shareholders.
Chapter IV convening and voting procedures of the meeting of the board of supervisors
Article 16 the meetings of the board of supervisors are divided into regular meetings and interim meetings. The board of supervisors shall hold regular meetings at least once every six months and hold temporary meetings as needed. The notice of regular meeting shall be sent to all supervisors in writing 10 days before the meeting is held. The notice of the interim meeting may be sent to all supervisors by fax or telephone three days before the meeting. If the meeting of the board of supervisors cannot be held as scheduled for some reason, the reasons shall be explained.
In case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting. With the unanimous consent of all supervisors, the notice time limit of the interim meeting of the board of supervisors can be exempted.
Article 17 the proceedings of the board of supervisors shall be conducted in the form of meetings of the board of supervisors, which may be held on site and by means of communication. The meeting of the board of supervisors shall be valid only when more than half of the supervisors are present.
Article 18 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf. The power of attorney shall specify the name, agency matters, authority and validity of the agent, and shall be signed or sealed by the principal. The supervisor attending the meeting on his behalf shall exercise the rights of the supervisor within the scope of authorization.
Article 19 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 20 the voting method of the board of supervisors is open ballot, and the voting procedure of the board of supervisors is: each supervisor has one vote. The on-site meeting shall be voted in writing. On the premise of ensuring the supervisors to fully express their opinions, the meeting held by means of communication can make resolutions by fax or e-mail, which shall be signed by the participating supervisors. The effective time limit for voting shall be specified for communication voting. Supervisors who fail to express their opinions within the specified time limit shall be deemed to have abstained. The resolution of the board of supervisors shall be voted and approved by more than half of the supervisors attending the meeting.
Article 21 the meeting of the board of supervisors shall be recorded, and the supervisors and recorder attending the meeting shall sign on the meeting minutes. Supervisors have the right to require that their speeches at the meeting be recorded in the minutes. 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 for a period of not less than 10 years.
Article 22 the board of supervisors may require the company’s directors, managers and other senior managers, internal and external auditors to attend the meeting of the board of supervisors and answer questions of concern when it deems it necessary.
Article 23 the announcement of the resolution of the board of supervisors shall include the following contents:
(i) The time, place and mode of the meeting, as well as a description of whether it complies with the provisions of relevant laws, regulations, rules and the articles of Association;
（2） The number and names of supervisors who entrust others to attend and be absent, the reasons for their absence and the names of entrusted supervisors;
（3） The number of approval, opposition and abstention votes obtained for each proposal, as well as the reasons for the opposition or abstention of relevant supervisors;
（4） The specific contents of the matters under consideration and the resolutions formed at the meeting.
Article 24 the board of supervisors shall read out the annual work report at the annual general meeting of shareholders, which shall include:
(i) Inspection of the company’s finance.
（2） The legal operation of the company, the due diligence of directors and senior managers in performing their duties, and the implementation of relevant laws, regulations, articles of association and resolutions of the general meeting of shareholders.
（3） 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.
（4） Other major events that the board of supervisors considers should be reported to the general meeting of shareholders.
Article 25 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, general managers and other senior managers.
Article 26 If the board of supervisors considers that the resolution of the board of directors violates laws, regulations, the articles of association or damages the interests of employees, it may make a resolution and recommend the board of directors to reconsider the resolution. If the board of directors refuses to adopt or still maintains the original resolution after reconsideration, the board of supervisors shall notify the shareholders until it proposes to convene an extraordinary general meeting.
Chapter V supplementary provisions
Article 27 matters not covered in these Rules shall be implemented in accordance with relevant national laws and regulations and the articles of association. In case of conflict with relevant national laws, regulations and the articles of association, the relevant laws, regulations and the articles of association shall be implemented, and the rules shall be revised in time.
Article 28 the board of supervisors shall be responsible for the interpretation of these rules.
Article 29 the revised draft of these rules of procedure shall be proposed by the board of supervisors and submitted to the general meeting of shareholders for deliberation and approval.
