Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and voting procedures of the board of supervisors of Apt Medical Inc(688617) (hereinafter referred to as 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, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China These rules are formulated in accordance with the standards for the governance of listed companies and other laws, regulations and other normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the Apt Medical Inc(688617) articles of Association (hereinafter referred to as the “articles of Association”).
Article 2 the board of supervisors is the supervisory body of the company, which is responsible to the general meeting of shareholders, supervises the operation and finance of the company and the legality and compliance of the duties performed by the directors, general manager and other senior managers of the company, and protects the legitimate rights and interests of the company and shareholders.
Article 3 the company has a board of supervisors, which is composed of three supervisors and one 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 to perform his duties 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 4 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 democratically elected by the employees of the company through the employee congress.
Article 5 the board of supervisors may set up an office of the board of supervisors to handle the daily affairs of the board of supervisors.
The chairman of the board of supervisors also serves as the head of the office of the board of supervisors and keeps the seal of the board of supervisors. The chairman of the board of supervisors may request the company’s securities affairs representative or other personnel of the company to assist him in handling the daily affairs of the board of supervisors.
Article 6 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
(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 7 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meetings of the board of supervisors;
(II) check the implementation of the resolutions of the board of supervisors;
(III) organize the performance of the duties of the board of supervisors;
(IV) preside over the daily work of the board of supervisors and organize the formulation of the annual work plan of the board of supervisors;
(V) issue relevant documents and notices of the board of supervisors;
(VI) examine, approve and sign the report of the board of supervisors and other important documents;
(VII) report to the general meeting of shareholders on behalf of the board of supervisors;
(VIII) other functions and powers to be performed according to or in accordance with the articles of association.
If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties of convening and presiding over the meeting of the board of supervisors, a supervisor jointly recommended by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors. Article 8 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 have passed various provisions and requirements in violation of laws, regulations, rules, regulatory authorities, the articles of association, the resolutions of the general meeting of shareholders and other relevant provisions;
(III) when the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
(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 stock exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Chapter II proposal of the board of supervisors
Article 9 before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors or the convener of the meeting shall solicit proposals from all supervisors. When soliciting proposals and opinions, the office of the board of supervisors or the convener of the meeting 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 10 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted to the chairman of the board of supervisors through the office of the board of supervisors or directly.
The written proposal shall specify the following items:
(I) name of the proposed supervisor;
(II) the objective reasons for the proposal;
(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 3 days after the office of the board of supervisors or the chairman of the board of supervisors receives the written proposal of the supervisor, the office of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
If the office of the board of supervisors delays in issuing the meeting notice without reasonable reasons, the proposing supervisor shall report to the regulatory authority in time.
Article 11 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. Chapter III notice of meeting
Article 12 when convening regular and interim meetings of the board of supervisors, the office of the board of supervisors shall submit a written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 5 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
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 orally or by telephone at any time, but the convener shall make an explanation at the meeting and record it in the meeting minutes. With the unanimous consent of all supervisors, the advance notice period of the meeting of the board of supervisors can be exempted.
Article 13 the written notice of the meeting shall at least include the following contents:
(I) time and place of the meeting;
(II) time limit and convening method of the meeting;
(III) matters to be considered (meeting proposal);
(IV) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals; (V) meeting materials necessary for the voting of supervisors;
(VI) the supervisor shall attend the meeting in person or entrust other supervisors to attend the meeting on his behalf;
(VII) contact person and contact information;
(VIII) date of notice.
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 14 after the written meeting notice of the regular meeting of the board of supervisors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued 3 days before the original meeting date, explaining the situation, the relevant contents of the new proposal and providing relevant materials. If it is less than 3 days, the date of the meeting shall be postponed accordingly, or the meeting shall be held on the original date after obtaining the written approval of all participating supervisors.
After the notice of the interim meeting of the board of supervisors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all participating supervisors in advance and make corresponding records
Chapter IV attendance in person and entrusted attendance
Article 15 when the board of supervisors meets, in principle, the supervisors shall attend the meeting in person. If a supervisor is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other supervisors to attend the meeting in writing. 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. The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) term of validity, signature and date of the client, etc.
The entrusted supervisor shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
Chapter V convening of the meeting
Article 16 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 17 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 video, telephone, fax, e-mail or e-mail with the consent of the convener (host) and the proposer.
Article 18 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 19 the voting of the meeting of the board of supervisors shall be one person, one vote. The resolution of the board of supervisors held on site shall be decided by the chairman of the board of supervisors to vote by show of hands or voting; In the communication list
When making a decision, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the office 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. The supervisors participating in the voting shall submit the original signed voting votes to the board of supervisors within the time limit of the meeting notice.
Article 20 the voting intentions of supervisors are 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 made by all supervisors
