Innuovo Technology Co.Ltd(000795)
Rules of procedure of the board of supervisors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further standardize the operation of the board of supervisors of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as the “company”), ensure the overall interests of shareholders and the development of the company, ensure that the board of supervisors independently exercise its supervision power according to law and give full play to the supervision role of the board of supervisors, in accordance with the company law of the people’s Republic of China, the securities 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 articles of association and other relevant laws, regulations and normative documents.
Article 2 the board of supervisors of the company is a supervisory body established by the company according to law, which is responsible for and reports to the general meeting of shareholders.
Article 3 the board of supervisors shall supervise the company’s business activities, the company’s finance and the legality and compliance of the company’s directors, general manager and other senior managers in performing their duties. The board of supervisors shall be responsible to all shareholders and perform the obligations of integrity and diligence.
Chapter II composition and powers of the board of supervisors
Article 4 the company has a board of supervisors. The board of supervisors consists of three supervisors. 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 or replaced 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 supervisor of the company is a natural person and cannot serve as the supervisor of the company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights for a crime, and the expiration of the execution period is less than 5 years; (III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) the term of office of director and manager of the company has not expired and is not suitable for the stock exchange;
(VIII) subject to administrative punishment by the CSRC in the recent three years;
(IX) being publicly condemned or criticized by the stock exchange for more than three times in the last three years;
(x) other contents stipulated by laws, administrative regulations or departmental rules.
If a supervisor is elected in violation of the provisions of this article, the election shall be invalid. In case of any circumstance under this article during the term of office, the supervisor shall be dismissed by the company.
If a supervisor candidate is under any of the following circumstances, it shall disclose the specific circumstances of the candidate, the reasons for the proposed employment of the candidate and whether it will affect the standardized operation of the company:
(I) 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;
(II) being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or being included in the list of dishonest Executees by the people’s court.
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, general 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.
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 securities issuance documents and periodic reports prepared by the board of directors and put forward written review opinions, and the supervisor shall sign a written confirmation opinion;
(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 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.
(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 preside over the meetings of the board of supervisors 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) other functions and powers specified in the articles of association.
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 with the unanimous vote of all supervisors for the illegal acts and major dereliction of duty of directors, general manager and other senior managers; According to Article 151 of the company law, have the right to bring a lawsuit against directors and senior managers.
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 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 become an important basis for the performance evaluation of directors, general managers and other senior managers.
Article 18 while reflecting the situation to the board of directors and the general meeting of shareholders, the board of supervisors may directly report the situation to the securities regulatory authority and other relevant departments.
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.
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 the company shall strengthen the management of guarantee contracts. If the company guarantees for others, it shall timely notify the board of supervisors of the written contract concluded.
Article 21 at the annual general meeting of shareholders, the board of supervisors shall read out the special supervision report of the company in the past year, which includes:
(I) 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.
When the board of supervisors deems it necessary, it may also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
Chapter III convening and discussion scope of the meeting of the board of supervisors
Article 22 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 23 the regular meeting of the board of supervisors shall be held at least twice a year (at least once every six months).
Article 24 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 25 the notice of the meeting of the board of supervisors shall be delivered to all supervisors in the following forms:
(I) ten days before the regular meeting of the board of supervisors is held, all supervisors shall be notified by personal delivery, telephone, fax or e-mail;
(II) three days before the interim meeting of the board of supervisors is held, all supervisors shall be notified by personal delivery, telephone, fax or e-mail.
Article 26 the notice of the meeting of the board of supervisors shall include the following contents: the date, place and duration of the meeting, causes and topics, and the date of issuing the notice.
Article 27 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 two-thirds (including two-thirds) 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 28 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 29 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) submit the list of supervisors to the shareholders’ meeting for discussion or replacement; (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 30 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.
Article 31 the minutes of the board of directors shall be kept by the Secretary of the board of supervisors for no less than 10 years.
Chapter V resolutions of the board of supervisors and announcement of resolutions
Article 32 the meeting of the board of supervisors shall vote on the listed proposals one by one; The voting method of the resolution of the board of supervisors is: open ballot. The meeting of the board of supervisors adopts the system of one vote for one matter and one person one vote.
The resolution of the board of supervisors shall be valid only if it is approved by more than half of all supervisors.
Article 33 at the end of the meeting, the supervisors attending the meeting shall sign on the meeting minutes and sign on the meeting resolution after the meeting (the resolution shall be reviewed and signed on the spot when it is delivered). If the supervisor fails to sign the minutes and resolutions of the meeting, he shall be deemed to be absent.
Article 34 on the premise that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held by fax and make resolutions, which shall be signed by the participating supervisors.
Article 35 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 36 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.
Article 37 the board of supervisors shall establish a record system for the implementation of resolutions of the board of supervisors. Each resolution of the board of supervisors shall be executed or supervised by the designated supervisor. The designated supervisor shall record the implementation of the resolution and report the final implementation results to the board of supervisors.
Chapter VI supplementary provisions
Article 38 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 39 in case of any conflict between these rules and the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, normative documents and the articles of association, the relevant laws, regulations, normative documents and the articles of association shall be implemented, and these Rules shall be amended in a timely manner
