Guocheng Mining Co.Ltd(000688) rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to further standardize the operation of the board of supervisors of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as the "company"), ensure the overall interests of shareholders and the development of the company, and ensure that the board of supervisors independently exercises its supervision power according to law, in accordance with the company law of the people's Republic of China and the standards for the governance of listed companies These rules are formulated in accordance with the stock listing rules of Shenzhen Stock Exchange, the Guocheng Mining Co.Ltd(000688) articles of association and other relevant laws and regulations.
Article 2 the board of supervisors is the supervision organization established by the company according to law, which is responsible to the general meeting of shareholders, supervises the company's finance and the legality and compliance of the company's directors and senior managers in performing their duties, and protects the legitimate rights and interests of the company and all shareholders.
Article 3 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 II members and powers of the board of supervisors
Article 4 the board of supervisors of the company is composed of three members. Among them, two supervisors are appointed by shareholders' representatives and elected or replaced by shareholders attending the general meeting of shareholders by cumulative voting; One supervisor is appointed by the employee representative and democratically elected or replaced by the employee congress of the company. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors.
The chairman of the board of supervisors shall convene and preside over the meeting 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 5 the supervisors of the company are natural persons and should have corresponding professional knowledge or work experience and the ability to perform their duties effectively. Under any of the following circumstances, he cannot serve as a supervisor of the company:
(I) one of the circumstances specified in Article 146 of the company law;
(II) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies;
(IV) being publicly condemned by the stock exchange in the past three years;
(V) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(VI) other contents stipulated by laws, administrative regulations or departmental rules.
If an election is held in violation of the provisions of this article, the election shall be null and void. In case of any circumstance under this article during the term of office, the supervisor shall be dismissed by the company.
Article 6 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. They shall not take advantage of their power to accept bribes or other illegal income, and shall not embezzle 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. Directors, managers and other senior managers of the company shall not concurrently serve as supervisors.
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 written confirmation opinions on the periodic report.
Article 10 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 11 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 12 If a supervisor violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 13 the board of supervisors shall be responsible to the general meeting of shareholders and exercise the following functions and powers according to law:
(I) review the company's periodic reports prepared by the board of directors and put forward written review opinions;
(II) check the financial affairs of the company;
(III) supervise the acts of directors, general managers and other senior managers in performing their duties of the company, and put forward suggestions on the removal of directors and senior managers who violate laws, regulations, the articles of association or the resolutions of the general meeting of shareholders;
(IV) require directors, general managers and other senior managers to make corrections 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 the directors and senior managers in accordance with the relevant provisions 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;
(IX) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Article 14 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and inspect the implementation of the resolutions of the board of supervisors;
(II) report to the general meeting of shareholders on behalf of the board of supervisors;
(III) attend the board of directors as nonvoting delegates or entrust other supervisors to attend the board of directors as nonvoting delegates;
(IV) in case of litigation between the director or general manager and the company, the convener of the board of supervisors shall conduct litigation with the director or general manager on behalf of the company.
Article 15 the board of supervisors has the right to propose to the general meeting of shareholders the replacement of directors or the dismissal of the general manager or other senior managers for the illegal acts and major dereliction of duty of directors, the general manager and other senior managers, with the unanimous vote of all supervisors, and has the right to file a lawsuit against directors and senior managers in accordance with the relevant provisions of the company law.
Article 16 the board of supervisors may require the company's directors, general manager and other senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern.
Article 17 the supervisory records of the board of supervisors on directors, general managers and other senior managers and the results of financial or special inspections shall be used as an important basis for the performance evaluation of directors and senior managers.
Article 18 If the board of supervisors finds that a director or senior manager violates laws, regulations or the articles of association, it shall perform its supervisory duties and report to the board of directors or the general meeting of shareholders, or directly to the CSRC and its dispatched offices, stock exchanges or other departments.
Article 19 when exercising its 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 20 at the annual general meeting of shareholders, the board of supervisors shall read out the work report of the company in the past year, which includes: (I) the inspection of the company's finance;
(II) the due diligence of directors and senior managers in performing their duties and the implementation of relevant laws, regulations, the articles of association and the 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.
Chapter III convening and discussion scope of the meeting of the board of supervisors
Article 21 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 22 the regular meeting of the board of supervisors shall be held at least twice a year (at least once every six months).
Article 23 the convener 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. When the supervisor requests to convene an interim meeting of the board of supervisors, he shall explain in writing the reason and purpose of the meeting.
If the meeting of the board of supervisors cannot be held as scheduled for some reason, a public announcement shall be made to explain the reasons.
Article 24 the notice of the meeting of the board of supervisors shall be delivered to all supervisors in the following time limit and form:
(I) all supervisors shall be notified in writing (including email, fax or personal delivery) ten days before the regular meeting of the board of supervisors;
(II) all supervisors shall be notified in writing and by telephone five days before the interim meeting of the board of supervisors is held.
In case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the board of supervisors may send a meeting notice by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 25 the notice of the meeting of the board of supervisors shall include the following contents:
(I) time and place of the meeting;
(II) matters to be considered;
(III) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(IV) meeting materials necessary for the voting of supervisors;
(V) the requirement that supervisors should attend the meeting in person;
(VI) contact person and contact information.
The notice of oral meeting shall at least include the contents of items (I), (II) and (III) 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 26 the meeting of the board of supervisors shall be convened and presided over by the chairman of the board of supervisors. The meeting of the board of supervisors can be held only when more than half of the supervisors are present. If the chairman of the board of supervisors is unable to attend the meeting due to special reasons, he shall appoint a supervisor to preside over the meeting on his behalf. If not appointed, the supervisors attending the meeting of the board of supervisors shall elect a supervisor to preside over the meeting.
Article 27 the meeting of the board of supervisors shall be attended by the supervisors themselves. If the supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall entrust other supervisors in writing. The power of attorney shall specify the name, agency matters, authority and validity period of the agent, and shall be signed or sealed by the principal.
If the supervisor fails to attend the meeting in person or entrust other supervisors to attend the meeting of the board of supervisors for two consecutive times, it shall be deemed that he is unable to perform his duties, and the board of supervisors shall propose to the general meeting of shareholders or the staff congress of the company to replace him.
Article 28 the main scope of discussion of the board of supervisors:
(I) put forward supervision opinions on the decision-making, business objectives, policies and major investment plans of the board of directors of the company;
(II) put forward opinions on the company's annual financial budget, final accounts and regular reports disclosed;
(III) put forward review and supervision opinions on the implementation of the company's profit distribution and loss recovery plan;
(IV) put forward opinions on major venture capital, mortgage, guarantee, etc. decided by the board of directors;
(V) review the establishment and implementation of the company's internal control system and put forward opinions;
(VI) put forward corrective opinions on the acts of the company's directors, general manager and other senior managers that violate laws, regulations and the articles of association and damage the interests of shareholders and the company when performing their duties;
(VII) the change of supervisors, resignation, discussion and recommendation of the list of new supervisors or supplementary list shall be submitted to the general meeting of shareholders;
(VIII) other issues related to the interests of shareholders and the development of the company;
(IX) other matters stipulated by laws, regulations or the articles of association and authorized by the general meeting of shareholders.
Chapter IV minutes of the meeting of the board of supervisors
Article 29 the meeting of the board of supervisors shall be recorded, and the supervisors attending the meeting and the recorder shall sign on the meeting minutes. The supervisor has the right to require some explanatory record of his speech at the meeting on the record. 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.
Chapter V resolutions and announcements of the board of supervisors
Article 30 the meeting of the board of supervisors shall vote on the listed proposals one by one; The resolution of the board of supervisors shall be voted by open ballot. The meeting of the board of supervisors shall adopt the system of one vote for one matter and one person one vote.
The voting intention of supervisors is divided into consent, objection and abstention. 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.
The resolution of the board of supervisors shall be valid only after it is approved by more than half of the supervisors.
Article 31 at the end of the meeting, the supervisors attending the meeting shall sign the minutes and resolutions of the meeting. If the supervisor fails to sign the minutes and resolutions of the meeting, he shall be deemed to be absent.
Article 32 on the premise that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held by means of communication and make resolutions, which shall be signed by the participating supervisors.
Article 33 the resolutions of the board of supervisors shall be kept by the Secretary of the board of directors. The resolutions of the board of supervisors and the announcement of resolutions shall be submitted to Shenzhen stock exchange for filing within two working days after the meeting, and the announcement shall be made according to its requirements. Before the formal disclosure of the content of the announcement, all members of the board of supervisors and other insiders have the direct responsibility to ensure that the insiders of the content are controlled to a minimum.
Article 34 the supervisor shall be liable for the resolution of the board of supervisors. If the resolution of the board of supervisors violates laws, regulations or the articles of association, resulting in losses to the company, the supervisor participating in the resolution shall be liable for compensation to the company. However, if it is proved that he expressed objection during voting and recorded in the minutes of the meeting, the supervisor may be exempted from liability.
Chapter VI supplementary provisions
Article 35 these Rules shall come into force on the date of approval by the general meeting of shareholders of the company.
Article 36 when these rules are amended, the board of supervisors shall propose an amendment and submit it to the general meeting of shareholders for approval before it takes effect.
Article 37 matters not covered in these rules of procedure shall be implemented in accordance with applicable laws, regulations, rules, normative documents and the relevant provisions of the articles of association.
Article 38 in case of any conflict between these rules and the provisions of relevant laws, regulations, normative documents and the articles of association, the latter provisions shall prevail, and these Rules shall be revised in time.
Article 39 the terms "above" and "below" in these rules include this number; "More than", "less than" and "less than" do not include this number. Article 40 the power of interpretation of these rules belongs to the board of supervisors of the company.
