Jiangsu Shagang Co.Ltd(002075)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”), further clarify the discussion methods and voting procedures of the board of supervisors, promote the supervisors and the board of supervisors to effectively perform their supervisory duties and give full play to the supervisory function of the board of supervisors, 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”), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “stock listing rules”) and other laws and regulations, as well as the Jiangsu Shagang Co.Ltd(002075) articles of Association (hereinafter referred to as the “articles of association”), These rules of procedure are hereby formulated in combination with the actual situation of the company.
Article 2 the board of supervisors shall exercise its functions and powers within the scope specified in the company law and other laws, administrative regulations and the articles of association.
Chapter II supervisors
Article 3 the supervisor of the company is a natural person and shall not act as a supervisor 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, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(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 three 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(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the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 prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(VIII) other contents stipulated by laws, administrative regulations or departmental rules.
If a supervisor candidate is under any of the following circumstances, the company 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 subject to administrative punishment by the CSRC within the last 36 months;
(II) being publicly denounced by the stock exchange or being criticized in more than three circulars within the last 36 months; (III) 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;
(IV) 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.
If a supervisor is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office, the supervisor shall be dismissed by the company.
Directors, general managers and other senior managers of the company shall not concurrently serve as supervisors.
Article 4 supervisors shall abide by laws, administrative regulations and the articles of association, and have the obligation of loyalty and diligence to the company. They shall not take advantage of their power to accept bribes or other illegal income, occupy the company’s property, and have the obligation to maintain the safety of the company’s funds.
Article 5 The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re elected.
The term of office of the supervisor shall be calculated from the date of adoption of the resolution of the general meeting of shareholders to the expiration of the term of office of the board of supervisors. Before the expiration of the term of office of the supervisor, the general meeting of shareholders or the staff and workers’ Congress shall not remove him without reason.
Article 6 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 supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 7 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 8 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 9 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 10 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 III responsibilities and authorities of the board of supervisors
Article 11 the board of supervisors is the supervisory body of the company, responsible for and reporting to the general meeting of shareholders, exercising various rights conferred by laws and regulations, the articles of association and the general meeting of shareholders, and safeguarding the legitimate rights and interests of the company, shareholders and employees.
Article 12 the business activities of the board of supervisors shall be carried out in two forms: the implementation of daily supervision and inspection and the convening of the meeting of the board of supervisors.
Article 13 the board of supervisors consists of five supervisors, including three shareholders’ representatives and two employees’ representatives of the company. The board of supervisors shall have a 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 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 staff representatives in the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers’ Congress, the staff and workers’ Congress or other forms.
Article 14 the board of supervisors shall carry out its work under the chairmanship of the chairman of the board of supervisors. The chairman of the board of supervisors may require the company’s securities affairs representative or other personnel to assist in handling the daily affairs of the board of supervisors.
Article 15 the board of supervisors shall exercise the following functions and powers:
(I) review the securities issuance documents and 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;
The manager shall correct it;
(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 in accordance with the company law and the articles of Association;
(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 granted by the articles of association or the general meeting of shareholders.
Article 16 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 report to the general meeting of shareholders on behalf of the board of supervisors;
(II) supervise and inspect the implementation of the resolutions of the board of supervisors and report to the board of supervisors;
(III) other functions and powers specified in the articles of association or authorized by the resolution of the board of supervisors.
The chairman of the board of supervisors shall be responsible for convening and presiding over the meeting of the board of supervisors. If the chairman of the board of supervisors is unable or fails to perform his functions and powers, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting.
Article 17 the expenses necessary for the board of supervisors to exercise its functions and powers shall be borne by the company.
Chapter IV procedures for convening meetings of the board of supervisors
Article 18 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
The board of supervisors shall convene 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) the resolutions of the general meeting of shareholders, the provisions of the articles of association, the regulations of the board of directors and other relevant regulations are passed in violation of the requirements of the general meeting of shareholders, the resolutions of the board of directors and other relevant regulations;
(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) the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shenzhen Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 19 the topics of the regular meeting of the board of supervisors mainly include:
(I) review the company’s periodic reports and put forward the analysis opinions and suggestions of the board of supervisors from the perspective of supervision;
(II) review the implementation of the company’s annual budget and profit distribution plan, focusing on the analysis and evaluation of capital operation, the quality of the company’s assets and the maintenance and appreciation of value;
(III) review the acquisition and sale of the company’s major assets, major related party transactions and other matters, and analyze and evaluate the implementation and operation of major investment decisions;
(IV) discuss the work report and work plan of the board of supervisors;
(V) evaluate the performance of the directors and senior managers of the company. When the directors and senior managers violate laws and regulations and damage the interests of the company and shareholders when performing their duties, negotiate measures to stop such acts;
(VI) agree on reconsideration suggestions for the resolutions of the board of directors;
(VII) agree on the proposal to convene an extraordinary general meeting of shareholders;
(VIII) discuss other matters stipulated in the articles of association and authorized by the general meeting of shareholders;
(IX) other topics deemed necessary by the board of supervisors.
Article 20 before issuing the notice of convening the regular meeting of the board of supervisors, the board of supervisors shall solicit meeting proposals from all supervisors and solicit opinions from the employees of the company for at least two days as appropriate. When soliciting proposals and opinions, the board of supervisors shall explain that it 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 company’s operation and management.
Article 21 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 Secretary of the board of directors or directly. The written proposal shall specify the following items:
(I) name of the proposed supervisor;
(II) 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 three days after receiving the written proposal of the supervisor, the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors. If the board of supervisors delays in issuing the meeting notice, the proposing supervisor shall report to the regulatory authority in time.
Article 22 when the board of supervisors convenes a regular meeting and an interim meeting, the written notice of the meeting shall be sent by direct delivery, fax, e-mail or e-mail 10 days and 3 days in advance respectively. If it is not directly delivered to the supervisor himself, it shall also confirm it to the supervisor himself by telephone and make corresponding records.
In case of emergency, the interim meeting of the board of supervisors can be held at any time, and the meeting notice can be sent by telephone or other oral means, but the supervisor shall be given the necessary preparation time, and the convener shall make an explanation at the meeting. Article 23 the written notice of the meeting shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
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.
Chapter V voting procedures of the meeting of the board of supervisors
Article 24 the meeting of the board of supervisors shall be held on site. On the premise of ensuring the full expression of the opinions of the supervisors, the voting and resolutions can be made by means of communication, which shall be signed by the participating supervisors. The effective time limit of voting shall be specified for communication voting. Supervisors who fail to express their opinions within the specified time limit shall be deemed to have abstained.
Article 25 the meeting of the board of supervisors shall be held only when more than half of all supervisors of the board of 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 26 the meeting of the board of supervisors shall be attended by the supervisors themselves; If the supervisor is unable to attend for some reason, he may entrust other supervisors to attend on his behalf in writing. The power of attorney shall specify the name of the agent, the matters of agency, the scope of authorization and the period of validity, 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 27 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 recommend the general meeting of shareholders or the general meeting of employees to replace him. Article 28 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals. Any proposal listed in the meeting notice shall be considered by the board of supervisors.
Supervisors have the right to speak at the meeting of the board of supervisors.
The convener of the meeting (Chairman of the meeting) shall, according to the proposal of the supervisor, require the company’s directors, senior managers, internal auditors, external auditors and other relevant personnel to attend the meeting of the board of supervisors as nonvoting delegates, accept questions and answer questions of concern. The above-mentioned personnel shall not be absent from the meeting invited by the board of supervisors without reason.
Article 29 in principle, the resolution of the board of supervisors shall be voted by one person, one vote. The voting method is open ballot and other reasonable methods that can fully express the opinions of supervisors. The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
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.
Article 30 the resolutions of the regular meeting and the interim meeting of the board of supervisors are the resolutions of the board of supervisors and have the same effect.
Article 31 Secretary of the board of directors
