Avic Jonhon Optronic Technology Co.Ltd(002179) rules of procedure of the board of supervisors
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 other relevant regulations in order to ensure the standardized operation of the company, establish and improve the supervision and restriction mechanism of the company, clarify the responsibilities and authorities of the board of supervisors, and safeguard the interests of the company and the legitimate rights and interests of shareholders.
Chapter II composition of the board of supervisors
Article 2 the board of supervisors is the supervisory body of the general meeting of shareholders. The board of supervisors performs the supervisory functions entrusted by the general meeting of shareholders, is responsible for and reports to the general meeting of shareholders.
Article 3 the members of the board of supervisors shall be composed of five persons in accordance with the articles of association, including three shareholders’ representative supervisors and two employees’ representative supervisors. The term of office of the supervisor is three years and can be re elected. If a supervisor is not re elected in time at the expiration of his term of office, or the number of members of the board of supervisors is lower than the quorum due to the resignation of the supervisor during his term of office, the original supervisor shall perform the duties of supervisor in accordance with laws, regulations and this chapter before the re elected supervisor takes office.
Article 4 the shareholder representative supervisors among the members of the board of supervisors shall be elected by the general meeting of shareholders, and shall be elected and removed by the general meeting of shareholders. The employee representatives among the members of the board of supervisors shall be elected and removed by the employee representatives.
Article 5 the board of supervisors shall have a chairman, who shall be elected and removed by more than half of all supervisors.
Article 6 any one of the following circumstances shall not serve as a supervisor of the company:
(i) Those who have served as directors, general managers and other senior managers of the company cannot serve as supervisors of the company;
（2） If the company suffers losses due to poor supervision, the supervisor shall be removed from his post and shall not be eligible to take up the post of supervisor again within three years;
（3） The relevant personnel involved in Article 146 of the company law shall not hold or continue to hold the position of supervisor.
Chapter III functions and powers of the board of supervisors
Article 7 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, stating whether the preparation and review procedures of the board of directors for the periodic reports comply with the laws, administrative regulations, the provisions of the CSRC and the exchange, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the listed company;
（2） Inspect the company’s finance and supervise the establishment and implementation of internal control by the board of directors;
（3） The supervisors shall ensure that the directors and senior managers of the company comply with relevant laws, administrative regulations, departmental rules, normative documents and stock listing rules Supervise the standardized operation guidelines of listed companies of Shenzhen Stock Exchange, other relevant regulations of Shenzhen Stock Exchange, the articles of association and the performance of duties of the company. Directors and senior managers shall truthfully provide relevant information and materials to supervisors and shall not hinder supervisors from exercising their functions and powers;
（4） During the performance of supervisory duties, supervisors may propose to remove directors and senior managers who violate laws, administrative regulations, departmental rules, normative documents, stock listing rules, guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, other relevant provisions of Shenzhen Stock Exchange, articles of association or resolutions of the general meeting of shareholders;
（5） The supervisors found that the directors, senior managers and the company violated laws, administrative regulations, departmental rules, normative documents and stock listing rules . if the listed companies of Shenzhen Stock Exchange have caused or may cause significant losses to the company, they shall report to the board of directors and the board of supervisors in time, request the board of directors and senior managers to correct, and report to the CSRC, the Shenzhen Stock Exchange or other relevant departments;
（6） Supervisors shall supervise the performance of duties by independent directors, and pay full attention to whether independent directors continue to have due independence, whether they have enough time and energy to effectively perform their duties, and whether they are improperly influenced by the company’s major shareholders, actual controllers or non independent directors, supervisors and senior managers when performing their duties;
（7） The supervisor shall supervise the implementation of the special committee of the board of directors and check whether the members of the special committee of the board of directors perform their duties in accordance with the rules of procedure of the special committee of the board of directors;
（8） 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;
（9） Put forward proposals to the general meeting of shareholders;
（10） Bring a lawsuit against the directors and senior managers on behalf of the company in accordance with Article 151 of the company law;
（11） If it is found that the operation of the company is abnormal, it can carry out 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;
（12） The supervisors shall review the major issues of the listed company with reference to the relevant provisions on the review of major issues by the directors in Section 3 of Chapter III of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange;
（13） Other functions and powers stipulated by national laws, regulations and the articles of association.
Article 8 the chairman of the board of supervisors shall timely grasp the implementation of various resolutions and requirements of the board of supervisors, and supervise and inspect the implementation; Put forward rectification requirements for the problems found; The inspection results and major problems found shall be reported at the next meeting of the board of supervisors.
Chapter IV meetings of the board of supervisors
Article 9 the meeting of the board of supervisors shall be convened by the chairman of the board of supervisors. At the first meeting of each board of supervisors, the supervisor who obtains the most votes shall be the person in charge of convening, and the chairman of the board of supervisors shall be elected at the meeting. When the supervisors get the same votes, the supervisors shall jointly elect the person in charge of convening the first meeting of the board of supervisors; If the person in charge of the convening cannot be elected, the supervisor shall draw lots to decide. The first meeting of each board of supervisors shall be held within three days after election or re-election.
Article 10 the board of supervisors shall hold a meeting at least once every six months. The notice of the meeting shall be delivered to all supervisors by hand, fax or e-mail ten days before the meeting. Article 11 under any of the following circumstances, an interim meeting of the board of supervisors shall be held within five working days:
(i) Elect or re elect the chairman of the board of supervisors;
（2） Proposals and reports of shareholders or employees;
（3） The board of Directors proposes or more than one-third of the supervisors jointly propose;
（4） The interests of the company are seriously damaged or in danger of being seriously damaged;
（5） The supervisors attending the board meeting as nonvoting delegates shall inform the board of supervisors of the resolutions of the board of directors;
（6） Check the meeting report and profit distribution and other materials to be submitted by the board of directors to the general meeting of shareholders;
（7） 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;
（8） When the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
（9） When the company, directors, supervisors and senior managers are sued by shareholders; (10) when the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shanghai Stock Exchange;
（11） When required by the securities regulatory authority.
Article 12 the notice of the board of supervisors convening an interim meeting of the board of supervisors shall be sent by special person, express mail, e-mail, fax, telephone or other methods approved by the board of supervisors. The time limit for notification is three days before the date of the meeting.
Article 13 the notice of the meeting of the board of supervisors shall include the following contents:
(i) Time and place of the meeting;
（2） Matters to be considered (meeting proposals);
（3） The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
（4） Meeting materials necessary for supervisors’ voting;
（5） The supervisor shall attend the meeting in person;
（6） Contact person and contact information.
The oral meeting notice shall at least include the contents of items (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 14 the meeting of supervisors can be held only when more than half of the supervisors are present. If the relevant supervisors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authorities in a timely manner.
The Secretary of the board of directors and the securities affairs representative shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 15 the resolution method of the board of supervisors adopts the one person one vote system. One case, one discussion shall come into effect upon the consent of more than half of the members present at the meeting of supervisors. In name and in writing. The voting intentions of supervisors are divided into consent, objection and waiver. The supervisors attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, the chairman of the meeting shall require the supervisor to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
Article 16 the chairman of the board of supervisors or a supervisor appointed by the chairman of the board of supervisors shall be responsible for the implementation of the resolutions of the board of supervisors and listen to the implementation report.
Article 17 the office staff of the board of supervisors shall make records of the on-site meetings. The minutes of the meeting shall include the following contents:
(i) Session, time, place and mode of the meeting;
（2） Issuance of meeting notice;
（3） Convener and moderator of the meeting;
（4） Attendance at the meeting;
（5） A description of the procedures and convening of the meeting;
（6） Proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on proposals;
（7） Voting method and voting result of each proposal (specify the number of affirmative, negative and abstention votes);
（8） Other matters that the attending supervisors think should be recorded.
For the meeting of the board of supervisors held by means of communication, the office of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 18 the supervisors attending the meeting shall sign the meeting minutes, meeting minutes and resolution records for confirmation. If the supervisor has different opinions on the meeting minutes, meeting minutes or resolution records, he may make a written explanation when signing. When necessary, it shall report to the regulatory department in time, or make a public statement.
If the supervisor fails to sign for confirmation in accordance with the provisions of the preceding paragraph, does not make a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes, meeting minutes and resolution records.
Chapter V working organization of the board of supervisors
Article 19 the board of supervisors shall supervise the company’s finance and business through audit. When the board of supervisors deems it necessary, it may require the audit department to audit the company’s financial and business problems, and submit a written audit report to the board of supervisors.
Article 20 the board of supervisors shall set up an office of the board of supervisors, which shall be responsible for handling the daily affairs of the board of supervisors, carrying out the work of the board of supervisors and formulating the rules and regulations of the board of supervisors; Track and understand the implementation of the resolutions and requirements of the board of supervisors, and require relevant personnel to report to the chairman of the board of supervisors in time.
Chapter VI specification of documents of the board of supervisors
Article 21 establish and improve the rules and regulations of the board of supervisors to ensure that the work of the board of supervisors operates in a standardized and rules-based manner.
Article 22 formulate relevant systems for the document management of the board of supervisors, and all documents and proposals shall be filed and kept as required.
Article 23 the meeting of the board of supervisors shall be recorded and sorted into the meeting resolutions of the board of supervisors. The supervisors and recorder attending the meeting shall sign the meeting minutes and the meeting resolutions of the board of supervisors. The records and resolutions of the board of supervisors shall be filed and kept. The minutes of the meeting of the board of supervisors shall be kept as the company’s archives for at least 10 years.
Chapter VII supplementary provisions
Article 24 these rules, as an annex to the articles of association, shall come into force after being approved by the general meeting of shareholders. The original rules of procedure of the board of supervisors shall be repealed as of the date of entry into force of these rules.
Article 25 the board of supervisors of the company shall be responsible for the interpretation of these rules.
