Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the work of the board of supervisors of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as the “company”), improve the effectiveness of supervision and ensure that the board of supervisors independently and effectively exercise its supervision power according to law, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the standards for the governance of listed companies These rules of procedure are hereby formulated in accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the relevant provisions of the Jade Bird Fire Co.Ltd(002960) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors shall be responsible to all shareholders, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders. Chapter II supervisors
Article 3 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) one of the circumstances specified in Article 146 of the company law;
(II) being banned from entering the securities market by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) before the expiration of the time limit;
(III) being publicly recognized by the stock exchange as unfit to serve as a supervisor of a listed company, and the term has not expired; (IV) other contents stipulated by laws, administrative regulations or departmental rules.
If the company elects, appoints or employs supervisors in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office, the supervisor shall be dismissed by the company.
Article 4 directors and senior managers of the company shall not concurrently serve as supervisors.
Directors and senior managers of the company and their spouses and immediate family members shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 5 supervisors shall have professional knowledge or work experience in law, accounting and other aspects.
Article 6 supervisors shall abide by laws, administrative regulations, the articles of association and these rules, have the obligation of loyalty and diligence to the company, and shall not take advantage of their authority to accept bribes or other illegal income, and shall not misappropriate the company’s property.
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.
Article 8 if a supervisor fails to be re elected in time at the expiration of his term of office, or if 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 still perform the duties of supervisor in accordance with laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 9 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
Article 10 supervisors shall supervise the directors and senior managers of the company’s compliance with relevant laws, administrative regulations, departmental rules, normative documents, listing rules, other relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “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.
Article 11 in the process of performing their supervisory duties, supervisors may put forward suggestions on the removal of directors and senior managers who violate laws, administrative regulations, departmental rules, normative documents, listing rules, other relevant provisions of Shenzhen Stock Exchange, the articles of association or the resolutions of the general meeting of shareholders.
Article 12 If the supervisor finds that the directors, senior managers, shareholders, actual controllers and the company have committed acts in violation of laws, administrative regulations, departmental rules, normative documents, listing rules, other relevant provisions of Shenzhen Stock Exchange, articles of association or resolutions of the general meeting of shareholders, which have caused or may cause significant losses to the company, he shall report to the board of directors The board of supervisors shall report, require relevant parties to correct, and report to the CSRC, Shenzhen Stock Exchange or other relevant departments.
Article 13 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.
Article 14 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.
Article 15 supervisors may attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors.
Article 16 supervisors shall not use their affiliated relationship to damage the interests of the company. If losses are caused to the company, they shall be liable for compensation.
Article 17 If a supervisor violates the provisions of laws, administrative regulations, departmental rules, the articles of association or these rules when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 18 supervisors have the right to know about the company’s operation and undertake corresponding confidentiality obligations.
Article 19 the company shall take measures to protect the supervisors’ right to know and provide necessary assistance for the supervisors to perform their duties normally. No one shall interfere or obstruct them. The reasonable expenses required by the supervisor to perform his duties shall be borne by the company. Chapter III board of supervisors
Article 20 the company has a board of supervisors. The board of supervisors is composed of three supervisors, and the board of supervisors has a chairman. 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 shareholders’ representatives and an appropriate proportion of employees’ representatives of the company, of which the proportion of employees’ representatives shall not be less than one-third. The employee representatives in the board of supervisors shall be elected by the employees of the company through the employee congress. Article 21 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic report prepared by the board of directors and put forward written review opinions, indicating whether the preparation and review procedures of the board of directors for the periodic report comply with the laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the report can truly, accurately and completely reflect the actual situation of the company; (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) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(VIII) investigation can be carried out in case of abnormal operation of the company; 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.
Article 22 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, managers and other senior managers.
Article 23 the chairman of the board of supervisors shall perform the following duties:
(I) convene and preside over the meetings of the board of supervisors.
(II) sign the resolutions and suggestions of the board of supervisors, check the implementation of the resolutions of the board of supervisors, and report the implementation of the resolutions to the board of supervisors.
(III) organize the formulation of the work plan of the board of supervisors and the implementation of the matters decided by the board of supervisors, and report to the general meeting of shareholders on behalf of the board of supervisors.
(IV) other rights stipulated in the articles of association.
Chapter IV meeting system of the board of supervisors
Article 24 the board of supervisors shall hold a meeting at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.
Article 25 the board of supervisors shall hold a regular meeting ten days in advance and an interim meeting three days in advance. The notice of the meeting and relevant meeting materials shall be sent to all supervisors in writing.
The written notice of the meeting of the board of supervisors shall be submitted to the company’s supervisors and other persons who should attend as nonvoting delegates by direct delivery, fax, e-mail or other means. For direct delivery, there shall be signing procedures. For non direct delivery, it shall be confirmed by telephone and recorded accordingly. However, in case of emergency, the meeting can be notified at any time by telephone, oral or other means.
Article 26 the written notice of the meeting of the board of supervisors shall include the following contents: date, place and duration of the meeting; Convening method of the meeting; Reasons and topics to be considered; The chairman of the meeting, the convener, the proposer of the interim meeting and their written proposals; Requirements for supervisors at the meeting (attend in person or entrust other supervisors to attend); Meeting contact person and contact information; Date of notice, etc.
The notice of oral meeting shall at least include the date, place and holding method of the meeting, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 27 after the notice of regular meeting is issued, if it is necessary to change the time and place of the meeting or add, change or cancel proposals, a written change notice shall be issued three days before the original date of the meeting, detailing the situation and submitting new proposals and relevant materials. If it is less than three days, the meeting shall be held on the original date or postponed accordingly after obtaining the written approval of all participating supervisors.
After the notice of the interim meeting is issued, if it is necessary to change the time and place of the meeting or add, change or cancel proposals, it shall obtain the approval of all supervisors attending the meeting in advance and make corresponding records.
Article 28 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 shall review the meeting materials in advance, form a clear opinion, and entrust other supervisors in writing to attend on his behalf. Entrustment must be in written form, and oral entrustment is invalid.
Article 29 the power of attorney shall specify the following items and be signed by the principal:
(I) the reason why the client is unable to attend the meeting for some reason;
(II) the principal’s agency matters, scope of authorization and term of validity, and the clear opinions on the voting of the proposal; (III) the name and ID number of the trustor and the trustee;
(IV) signature or seal and date of the trustor and the trustee.
Article 30 a written statement on the attendance of the entrusted supervisor shall be submitted to the chairman of the meeting. 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 31 the Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates; If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of supervisors as nonvoting delegates.
Those who attend the meeting of the board of supervisors as nonvoting delegates must attend the meeting in person and cannot entrust others to attend the meeting as nonvoting delegates.
Article 32 the meeting of the board of supervisors shall be held on site. If necessary, on the premise of ensuring the supervisors to fully express their opinions, the meeting can also be held by means of video, telephone, fax or e-mail voting with the consent of the convener (host) or more than one-third of the supervisors. The meeting of the board of supervisors may also be held on site at the same time as other methods.
If the meeting is not held on site, the number of supervisors attending the meeting shall be calculated by video showing the supervisors present or expressing their opinions in the teleconference, actually receiving valid voting votes such as fax or e-mail within the specified time limit, or the written confirmation letter submitted by the supervisor after attending the meeting.
The board of supervisors may be convened in writing. When the board of supervisors is convened in writing, the Secretary of the board of directors or the securities department shall distribute the proposal to all supervisors. If the number of supervisors who sign and agree reaches the number required to make decisions in accordance with the articles of association or these rules, the relevant proposal shall constitute the resolution of the board of supervisors.
Article 33 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. If the number of supervisors attending the meeting does not meet the above standards, the chairman of the meeting shall immediately announce the rescheduling of the meeting.
Article 34 the meeting of the board of supervisors shall be held in accordance with the agenda of the meeting. The chairman of the board of supervisors or the chairman of the meeting shall carefully preside over the meeting, fully listen to the opinions of the supervisors, and have the right to decide the discussion time of each topic, whether to stop the discussion and whether to proceed to the next topic.
Article 35 The supervisors attending the meeting shall express their opinions and suggestions independently, prudently and clearly on the proposals put on the agenda of the meeting.
Article 36 in principle, the meeting of the board of supervisors shall not consider the topics or matters not listed in the meeting notice. If new topics or matters need to be added under special circumstances, they shall be approved by more than half of the supervisors present before they can be considered. If a supervisor is entrusted by other supervisors to attend the meeting of the board of supervisors, he shall not vote on the proposal not included in the meeting notice on behalf of other supervisors.
If the proposal included in the agenda of the meeting of the board of supervisors is withdrawn at the request of the proposer before being put to vote, the deliberation on the proposal shall be terminated immediately.
Article 37 the meeting of the board of supervisors shall vote on the proposals item by item. The voting is divided into approval, opposition and abstention. The supervisors attending the meeting can only choose one of them; If no selection is made or more than two supervisors are selected at the same time, relevant supervisors shall be required to re select; Refusal to choose shall be deemed as waiver; Those who leave the site and do not return or make a choice shall be deemed to have abstained.
Article 38 the voting method of the on-site meeting of the board of supervisors is a show of hands. On the premise of ensuring the supervisors to fully express their opinions, the interim meeting of the board of supervisors can be held by means of communication or other means and make resolutions, which shall be signed by the participating supervisors. The voting of resolutions of the board of supervisors shall be one person, one vote. A resolution made by the board of supervisors must be adopted by more than half of all supervisors.
Article 39 If the proposal is not passed and the relevant conditions and factors have not changed significantly, the meeting of the board of supervisors shall not consider the proposal with the same content within one month.
Article 40 If more than half of the supervisors attending the meeting believe that the proposal is not clear and specific, or the supervisors attending the meeting are unable to make judgment on relevant matters due to insufficient meeting materials, the meeting of the board of supervisors may suspend the voting on the proposal.
Article 41 communication voting shall comply with the following provisions:
