Hengdian Entertainment Co.Ltd(603103)
Rules of procedure of the board of supervisors
(revised in March 2022)
Article 1 General Provisions
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, improve the corporate governance structure and ensure the interests of all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guidelines for the governance of listed companies and other relevant laws These rules are formulated in accordance with the requirements of laws and regulations and normative documents, as well as the relevant provisions of the Hengdian Entertainment Co.Ltd(603103) articles of Association (hereinafter referred to as the “articles of association”). The board of supervisors of the company shall be responsible to the general meeting of shareholders and exercise the supervision power within the scope of powers conferred by the company law, the articles of association and the general meeting of shareholders.
The board of supervisors of the company shall exercise the power of supervision according to law to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. Article 2 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 at least once 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;
(III) misconduct that may cause serious damage to the company’s directors and senior management in 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 regulatory authorities;
(VI) when required by the regulatory authority;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules and the articles of association.
Article 3 proposal of regular meeting
The board of supervisors holds regular meetings, and any supervisor has the right to put forward proposals. The proposer shall submit the text of the proposal and relevant attachments to the chairman of the board of supervisors five days before the meeting.
Before issuing the notice of convening the regular meeting of the board of supervisors, 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 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 4 proposal procedure of interim meeting
If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall directly submit a written proposal signed by the proposing supervisor to 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.
The chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors within 3 days after receiving the written proposal of the supervisor. If the chairman of the board of supervisors is lazy in issuing the meeting notice, the proposed supervisor has the right to report to the relevant shareholders and regulatory authorities in time. Article 5 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 6 notice of meeting
When convening regular and interim meetings of the board of supervisors, the written notice of the meeting signed and issued by the convener shall be submitted to all supervisors by hand, mail, fax, e-mail or other means specified in the articles of association 10 and 5 days in advance respectively. If it is not sent by a specially assigned person, it shall also be confirmed by telephone and recorded accordingly.
If the situation is urgent and 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.
Article 7 contents of meeting notice
The written meeting notice shall at least include the following contents:
(I) time, place and mode of the meeting;
(II) 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 and contact information.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Article 8 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 fax his written opinions and voting intention on the matters under consideration to the chairman 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.
For the board of supervisors held off-site, the number of supervisors present at the meeting can be included in the number of supervisors present at the meeting, the supervisors who express their opinions in the teleconference, the supervisors who vote effectively by fax or e-mail within the specified time limit, and the supervisors who submit the written confirmation letter of attending the meeting afterwards. If the supervisor is unable to sign the meeting resolution immediately at the communication meeting, he shall take the form of oral vote and perform the written signature formalities as soon as possible. The oral vote of the supervisor has the same effect as the written signature, but the written signature afterwards must be consistent with the oral vote at the meeting. If the written signature of a matter to be considered afterwards is inconsistent with the oral vote of the meeting, the board of supervisors shall vote on the matter again in writing.
Article 9 convening of the meeting
The meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Supervisors shall attend the meetings of the board of supervisors. Supervisors absent for some reason may submit written opinions or vote in advance, or entrust other supervisors to attend the board of supervisors in writing. The power of attorney shall specify 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 10 deliberation procedures of the meeting
The meeting of the board of supervisors shall discuss the listed topics item by item.
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 11 resolutions of the board of supervisors
The voting at the meeting of the board of supervisors shall be conducted by one person and one vote, either on a show of hands or in writing.
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.
Article 12 recording of meetings
The whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 13 meeting minutes
The staff of the board of supervisors shall make records of the on-site 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 board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 14 signature of Supervisor
The supervisors attending the meeting shall sign the meeting minutes for confirmation. If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing.
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, it shall be deemed that he fully agrees with the contents of the meeting minutes.
Article 15 implementation of resolutions
According to the content of the resolution, the board of supervisors may submit the resolution to the Secretary of the board of directors for copying to the directors and senior managers. 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 16 preservation of meeting archives
The meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes and resolutions signed and confirmed by the attending supervisors, 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 is 10 years.
Article 17 supplementary provisions
Matters not covered in these Rules shall be implemented with reference to the relevant provisions of the rules of procedure of the board of directors of the company. In case of any inconsistency between these rules of procedure and relevant laws, regulations and the articles of association, the provisions of relevant laws, regulations and the articles of association shall prevail. In these rules, “above” includes this number.
These rules are formulated by the board of supervisors and come into force after being submitted to the general meeting of shareholders for approval. The same applies to amendments. These Rules shall be interpreted by the board of supervisors.
Hengdian Entertainment Co.Ltd(603103) March 2022
