Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Rules of procedure of the board of supervisors
Article 1 Purpose
In order to further standardize the discussion methods and voting procedures of the board of supervisors of the company, promote the supervisors and the board of supervisors to effectively perform their supervision duties and improve the corporate governance structure of the company, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") These rules are formulated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other laws, regulations, normative documents such as the "guidelines for the governance of listed companies" and the "rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange" and the relevant provisions of the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the "articles of association").
Article 2 composition of the board of supervisors
The company establishes a board of supervisors, which is composed of three supervisors, and the board of supervisors has 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 shareholders' representatives and an appropriate proportion of the company's employees' representatives. The number of supervisors held by the company's employees' representatives in the board of supervisors shall not be less than one-third of the number of supervisors. The shareholder representative supervisor shall be elected or removed by the shareholders' meeting, and the employee representative supervisor shall be democratically elected or removed by the company's employee representative meeting, employee meeting or other forms. The term of office of the supervisor is three years; Upon expiration of the term of office, the supervisor may be re elected.
Article 3 regular and interim meetings of the board of supervisors
The meetings of the board of supervisors are divided into regular meetings and interim meetings.
The regular meeting of the board of supervisors shall be held every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
(I) when any supervisor proposes to hold a meeting;
(II) 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;
Causing adverse effects;
(IV) the company, directors, supervisors and senior managers are sued by shareholders;
(V) when the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shanghai Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 4 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of supervisors, the chairman of the board of supervisors shall solicit proposals from all supervisors and solicit opinions from the employees of the company for at least two days. When soliciting proposals and opinions, the chairman of the board of supervisors shall explain that the board of supervisors focuses on the supervision of the standardized operation of the company and the job behavior of directors and senior managers, rather than the decision-making of the operation and management of the company.
Article 5 proposal procedure of interim meeting
If a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposed supervisor shall be submitted through the chairman of the board of supervisors. The written proposal shall specify the following items:
(I) name of the proposed supervisor;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposed supervisor.
Within three days after the chairman of the board of supervisors receives the written proposal of the supervisors, the chairman of the board of supervisors shall convene the interim meeting of the board of supervisors and send a notice of convening the interim meeting of the board of supervisors to all supervisors.
If the chairman of the board of supervisors is lazy in issuing the meeting notice, the proposed supervisor shall report to the regulatory authority in time.
Article 6 convening and presiding over the meeting
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.
Article 7 notice of meeting
When convening regular and interim meetings of the board of supervisors, the chairman of the board of supervisors shall send a written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 2 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
In case of emergency or on the day when a new supervisor is elected by the board of supervisors, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent at any time by direct delivery, fax, telephone, e-mail, oral or other shortcut, but the convener shall make an explanation at the meeting and record it in the minutes of the meeting of the board of supervisors.
Article 8 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time, place and duration of the meeting;
(II) reasons and matters to be considered (meeting proposal);
(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, contact information and date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the explanation that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Article 9 convening method of the meeting
The meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. When voting by correspondence, the supervisor shall send his written opinions and voting intention on the matters under consideration to the meeting contact person listed in the meeting notice of the board of supervisors after signing for confirmation. Supervisors should not only state their voting opinions without expressing their written opinions or voting reasons.
Article 10 convening of the meeting
The meeting of the board of supervisors shall 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 meeting of the board of supervisors as nonvoting delegates.
Article 11 deliberation procedures of the meeting
The chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
The chairman of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting to accept questions.
Article 12 resolutions of the board of supervisors
The voting at the meeting of the board of supervisors shall be conducted in the form of one person, one vote, open ballot or communication voting.
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 formed by the board of supervisors shall be approved by more than half of all supervisors.
The meeting of the board of supervisors shall make resolutions of the board of supervisors according to the voting results of the supervisors.
Article 13 recording of meetings
The meeting of the board of supervisors may be recorded and videotaped as necessary.
Article 14 meeting minutes
Supervisors and recorders attending the meeting shall sign the minutes of the meeting. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes);
(VII) other matters that the supervisors attending the meeting think should be recorded.
For the meeting of the board of supervisors held by means of communication, the chairman of the board of supervisors shall designate a special person to sort out the meeting minutes with reference to the above provisions.
Article 15 signature of Supervisor
The supervisors attending the meeting shall sign on the minutes and resolutions of the meeting for confirmation.
If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
If the supervisor neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes 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.
Article 16 announcement of resolutions
The announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors in accordance with the measures for the administration of information disclosure of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other relevant laws, regulations and rules, the articles of association and relevant systems.
Article 17 implementation of resolutions
The supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors.
Article 18 preservation of meeting archives
The meeting archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting recording and video data, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolutions of the board of supervisors and resolution announcements, shall be kept by a special person designated by the chairman of the board of supervisors.
The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Article 19 supplementary provisions
These rules, as an annex to the articles of association, are formulated by the board of supervisors of the company and come into force on the date of deliberation and approval by the general meeting of shareholders of the company. The same is true when amending.
In these rules, "above" includes this number.
These Rules shall be interpreted by the board of supervisors.
Matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any inconsistency with relevant laws, regulations, normative documents and the articles of association, the relevant laws, regulations, normative documents and the articles of association shall prevail.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) March 9, 2002
