Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as "the company") and shareholders, establish and improve the corporate governance mechanism and improve the internal supervision system of the company, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China (hereinafter referred to as "the securities law") and the standards for the governance of listed companies These rules of procedure are hereby formulated in accordance with the provisions of laws, administrative regulations, normative documents and the articles of association, such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as the standardized operation), etc.
Article 2 the board of supervisors is the company's permanent supervisory body that exercises the power of supervision and inspection on the company's affairs such as the company's finance, business and the performance of senior executives.
Article 3 supervisors shall be responsible for and report to the general meeting of shareholders.
Chapter II qualifications
Article 4 the supervisor shall be the shareholder representative and the employee representative of the company. The number of supervisors held by employee representatives of the company shall not be less than one-third of the number of supervisors.
Article 5 the circumstances in the articles of association that a person may not serve as a director shall also apply to the supervisors of the company.
Directors, general managers and other senior managers 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 6 supervisors shall have professional knowledge or work experience in law, finance, accounting and other aspects to ensure that they can effectively perform their duties.
Article 7 supervisors shall abide by the relevant provisions of laws, administrative regulations and the articles of association, bear the obligations of loyalty and diligence to the company, and shall not take advantage of their powers to accept bribes or other illegal income, or occupy the company's property.
Article 8 The term of office of the supervisor is three years. Re election is eligible for re-election.
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 less than the quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform the duties of the supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
In case of any one of the circumstances in items (I) to (VI) of Article 100 of the articles of association of the company during the term of office of the supervisor, the relevant supervisor shall immediately stop performing his duties and be dismissed by the company according to the corresponding provisions. If a supervisor is under the circumstances of items (VII) and (VIII) of Article 100 of the articles of association during his term of office, the company shall remove him from his post within one month from the date of such fact.
Article 9 If a supervisor fails to attend the meeting of the board of supervisors in person for two consecutive times, he shall be deemed to be unable to perform his duties, and the general meeting of shareholders or the general meeting of employees (representatives) shall be replaced.
Article 10 a supervisor may resign before the expiration of his term of office. When a supervisor resigns, he shall submit a written resignation report to the board of supervisors.
Article 11 if the board of supervisors is lower than the minimum quorum due to the resignation of a supervisor, the resignation report of the supervisor shall not take effect until the next supervisor fills the vacancy caused by his resignation.
The remaining board of supervisors shall propose to convene the extraordinary general meeting of shareholders or the general meeting of employees (representatives) as soon as possible to elect supervisors and fill the vacancy caused by the resignation of supervisors.
Article 12 when a supervisor resigns or his term of office expires, his obligations to the company and shareholders shall not be automatically relieved within a reasonable period after his resignation report has not taken effect or takes effect, and within a reasonable period after the end of his term of office. His obligation to keep the company's business secrets confidential shall remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 13 supervisors who have not finished their term of office shall be liable for compensation for the losses caused to the company due to their unauthorized resignation.
Chapter III Duties and obligations of supervisors
Article 14 supervisors shall faithfully perform their supervisory duties in accordance with laws, administrative regulations and the articles of association.
Article 15 the supervisor shall supervise the legality and compliance of the company and its directors, general manager and other senior managers in performing their duties, and safeguard the legitimate rights and interests of the company and its shareholders.
If the supervisor finds that the company or its directors, senior managers, shareholders and actual controllers violate laws, administrative regulations, departmental rules, normative documents and other relevant provisions, the articles of association, resolutions of the general meeting of shareholders or other acts harmful to the interests of the company, which have caused or may cause heavy losses to the company, he shall report to the board of directors and the board of supervisors in time, Require relevant parties to correct and report to Zhejiang securities regulatory bureau or Shenzhen Stock Exchange.
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 16 supervisors have the right to know about the company's operation and undertake corresponding confidentiality obligations. 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.
Article 17 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 18 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 19 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 20 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.
Chapter IV board of supervisors
Section I functions and powers of the board of supervisors
Article 21 the company has a board of supervisors, which is composed of three supervisors, including one supervisor held by the employee representative of the company. The board of supervisors shall have a chairman of the board of supervisors, who shall be elected by more than half of all supervisors.
Article 22 the board of supervisors shall exercise the following functions and powers:
(I) it shall review the company's periodic reports and securities issuance documents prepared by the board of directors and put forward written review opinions, and the supervisors shall sign written confirmation opinions; If the supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report and securities issuance documents or has objections, he shall express his opinions and state the reasons in the written confirmation opinions;
(II) check the financial affairs of the company;
(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 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 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;
(IX) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Article 23 the chairman of the board of supervisors shall exercise the following functions and powers according to law:
(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) make a work report to the general meeting of shareholders on behalf of the board of supervisors;
(IV) other functions and powers specified in the articles of association.
Article 24 when the board of supervisors exercises the right of inspection, the directors, general manager, chief financial officer and other senior managers shall obey the inspection.
Section II meeting of the board of supervisors
Article 25 the board of supervisors shall hold a regular meeting at least once every six months, which shall be convened and presided over by the chairman of the board of supervisors. All supervisors shall be notified in writing by hand, e-mail, e-mail or fax ten days before the meeting is held.
The supervisor may propose to convene an interim meeting of the board of supervisors. Five days before the meeting, all supervisors shall be notified in writing by hand, e-mail, e-mail or fax.
If the meeting of the board of supervisors cannot be held as scheduled for some reason, the company shall explain the reasons.
The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
Article 26 An interim meeting of the board of supervisors shall be held under the following circumstances:
(I) when the chairman of the board of supervisors deems it necessary;
(II) when two or more supervisors jointly propose;
(III) the number of supervisors is less than the minimum number (three) specified in the articles of Association;
(IV) other circumstances under which a meeting of the board of supervisors should be held as stipulated by laws, administrative regulations or the articles of association.
On the premise of ensuring that supervisors can fully express their opinions, the interim meeting of the board of supervisors can make resolutions by means of communication voting, and the resolutions of the meeting shall be signed by the participating supervisors. If communication voting is adopted, the supervisor's signature on the resolution of the meeting shall be deemed to have attended the relevant meeting and agreed to the content of the resolution.
Article 27 the notice of the meeting of the board of supervisors shall include the following contents:
(I) date, place, duration and method of the meeting;
(II) proposals to be considered and relevant contents;
(III) contact person and contact information;
(IV) date of notice.
Article 28 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf.
The power of attorney shall specify the agent's name, agency matters, agency authority and validity period, and shall be signed or sealed by the principal.
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 29 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 30 the meeting of the board of supervisors shall be convened and presided over by the chairman of the board of supervisors. When 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 31 the meeting of the board of supervisors shall consider the proposals listed in the meeting notice in order.
In principle, the meeting of the board of supervisors shall not consider proposals or matters not listed in the meeting notice. When a proposal or a new item needs to be put on the agenda of the board of supervisors, the new item can be put on the agenda of the meeting or the new item needs to be put on the vote first.
Article 32 the board of supervisors adopts the rule of centralized deliberation and sequential voting on proposals, that is, after all proposals have been deliberated by all supervisors attending the meeting, the proposals shall be voted item by item according to the order of proposal deliberation.
Article 33 If the board of supervisors deems it necessary, it may convene directors and senior managers related to the meeting proposals to attend the meeting, introduce the situation or express opinions.
Article 34 the voting method of the regular and temporary meetings of the board of supervisors shall be written open voting, and each supervisor shall have one vote.
Article 35 after voting on each proposal, the chairman of the meeting shall make statistics on the voting results and publish them on the spot, and the minutes keeper shall record the voting results on the record.
Section III resolutions and minutes of the board of supervisors
Article 36 open voting shall be adopted at the meeting of the board of supervisors. A resolution made by the board of supervisors must be adopted by more than half of all supervisors.
Article 37 no amendment to the articles of association or the administrative procedures of the board of supervisors shall take effect without the signature of the board of supervisors.
Article 38 If the resolution of the board of supervisors causes damage to the legitimate rights and interests of the company and shareholders, the supervisor participating in the resolution shall bear corresponding responsibilities. However, if he has expressed objection during voting and recorded in the minutes of the meeting, the supervisor may be exempted from responsibilities.
Article 39 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting and the recorder shall sign the minutes. The minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors have the right to require some explanatory records of their speeches at the meeting. The minutes of the meeting of the board of supervisors shall be kept as the company's archives for ten years.
Chapter V supplementary provisions
Article 40 as an annex to the articles of association, these rules of procedure have the same effect as the text of the articles of association.
Article 41 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, administrative regulations, the articles of association and other normative documents.
In case of any conflict between these rules of procedure and the provisions of the articles of association, the provisions of the articles of association shall prevail. Article 42 these rules of procedure shall take effect from the date of deliberation and adoption by the general meeting of shareholders of the company, and the same shall apply to the amendment.
Article 43 these rules of procedure shall be interpreted by the board of supervisors.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) board of supervisors March 11, 2002
