Jiangxi Sanxin Medtec Co.Ltd(300453)
Rules of procedure of the board of supervisors (March 2022)
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association (hereinafter referred to as the “articles of association”) in order to further standardize the operation procedures of the board of supervisors, improve the supervision functions of the board of supervisors and strengthen the standardized management of the company.
Article 2 the company establishes a board of supervisors according to law. The board of supervisors independently exercises the right of supervision within the scope of powers conferred by the company law and the articles of association, so as to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. Article 3 these rules are binding on all supervisors of the company, staff designated by the board of supervisors and other relevant personnel attending the meetings of the board of supervisors.
Chapter II supervisors
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. Supervisors have the right to attend the meetings of the board of directors of the company as nonvoting delegates.
Article 5 The term of office of the supervisor is 3 years. The supervisor held by the shareholder representative shall be elected or replaced by the general meeting of shareholders. The supervisor held by the employee representative shall be democratically elected or replaced by the company’s employee (representative) meeting. The supervisor can be re elected.
Article 6 supervisors shall generally meet the following conditions:
(I) be able to safeguard the legitimate rights and interests of shareholders, the company and employees;
(II) adhere to principles, be honest and clean, and handle affairs fairly;
(III) have working experience and experience suitable for being a supervisor.
Under the circumstances specified in Article 146 of the company law, or under the penalty of being banned from entering the securities market by the China Securities Regulatory Commission, and before the expiration of the time limit, or under other circumstances specified by laws, administrative regulations or departmental rules that cannot serve as a supervisor, he shall not serve as a supervisor of the company.
Directors, general managers and other senior managers of the company shall not concurrently serve as supervisors.
Article 7 supervisors shall have professional knowledge or work experience in law, finance, management and other aspects. The personnel and structure of the board of supervisors shall ensure that the board of supervisors can independently and effectively exercise the supervision and inspection of the job behavior of directors, general managers and other senior managers and the company’s finance.
Article 8 supervisors shall abide by the provisions of laws, regulations and the articles of association, and bear the obligations of loyalty and diligence to the company.
Article 9 supervisors have the right to know about the company’s operation and undertake corresponding confidentiality obligations.
Article 10 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 board of supervisors has the right to independently employ intermediaries to provide professional opinions when necessary. The company shall bear the reasonable expenses required for employing intermediaries to perform the duties of supervisors.
Article 11 supervisors shall maintain communication with directors, general managers and shareholders. In addition to the right to attend the meetings of the board of directors, supervisors can also selectively attend the general manager’s office meeting. The company shall provide conditions for the communication between supervisors and directors, general manager, shareholders and employees, and the company shall bear the relevant expenses.
Article 12 supervisors shall perform the following obligations:
(I) it shall abide by laws, regulations and the articles of association, perform the obligations of loyalty and diligence, faithfully perform its supervisory duties, implement the resolutions of the board of supervisors, and safeguard the rights and interests of shareholders and employees and the interests of the company;
(II) it is not allowed to take advantage of its authority to seek private interests, accept bribes and other illegal income, or occupy the company’s property;
(III) keep the company’s secrets and shall not disclose the company’s secrets except in accordance with the law or with the consent of the general meeting of shareholders.
Article 13 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 14 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 15 If a supervisor violates the provisions of laws, regulations or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 16 under any of the following circumstances, the board of supervisors and shareholders who individually or jointly hold more than 3% of the issued shares of the company shall request the general meeting of shareholders or the general meeting of employees (representatives) to replace the supervisor:
(I) it is not suitable to continue to serve as a supervisor due to job change during the term of office;
(II) if a supervisor fails to attend the meeting of the board of supervisors in person for three 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.
(III) major dereliction of duty or violations of laws and regulations during his term of office;
(IV) other circumstances that are not suitable for serving as a supervisor according to relevant laws and regulations.
Except for the reasons mentioned in the above paragraphs, the company shall not replace the supervisor at will.
Article 17 supervisors may resign before the expiration of their term of office. The provisions of the articles of association on the resignation of directors shall apply to supervisors.
Article 18 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, regulations and the articles of association before the re elected supervisor takes office.
Chapter III board of supervisors and its functions and powers
Article 19 the company has a board of supervisors. The board of supervisors consists of three supervisors, and the number of supervisors held by the employee representatives of the company shall not be less than one-third of the number of supervisors. The board of supervisors shall have one chief supervisor. 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.
Article 20 the board of supervisors shall be responsible to all shareholders, take financial supervision as the core, and supervise the due diligence of the company’s directors, general manager and other senior managers, so as to protect the safety of the company’s assets, reduce the company’s financial and operational risks, and safeguard the legitimate rights and interests of the company and shareholders.
Article 21 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s regular financial 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;
(IX) attend the meetings of the board of directors as nonvoting delegates;
(x) other functions and powers specified in the articles of association.
Article 22 the board of supervisors shall be responsible for the use of the company’s raised funds, related party transactions, list of equity incentives and employee stock ownership plans, commitments of the company and related parties, major transactions, major investments, external guarantees, major asset restructuring, major financing, profit distribution plan, entrusted financial management, external financial assistance Supervise the sale or transfer of assets, securities or venture capital related to the core competitiveness of the listed company, as well as the changes of the company’s accounting policies, accounting estimates and the correction of major accounting errors. Supervise the due diligence of the board of directors, directors, general manager and other senior managers of the company, and submit reports to the general meeting of shareholders as required.
Article 23 the board of supervisors may require the company’s directors, general manager and other senior managers, internal auditors and external auditors to attend the meeting of the board of supervisors and answer questions of concern.
Article 24 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) report to the general meeting of shareholders on behalf 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.
Article 25 If the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to perform his duties on his behalf.
Chapter IV convening of the meeting of the board of supervisors
Article 26 the meetings of the board of supervisors are divided into regular meetings of the board of supervisors and temporary meetings of the board of supervisors. The regular meetings of the board of supervisors are held every six months.
The meeting of the board of supervisors can be held only when more than half of the supervisors are present.
Article 27 in case of any of the following circumstances, the board of supervisors shall convene an interim meeting of the board of supervisors within 10 days from the date of relevant circumstances:
(1) When any supervisor proposes to hold a meeting;
(2) When shareholders representing more than 1 / 10 of the voting rights propose to convene the meeting;
(3) 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;
(4) When the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
(5) When the company, directors, supervisors and senior managers are sued by shareholders;
(6) When the company, directors, supervisors and senior managers are punished by the securities regulatory department or publicly condemned by the stock exchange;
(7) When required by the securities regulatory authority;
(8) Other circumstances stipulated in the articles of association.
Article 28 Where supervisors and shareholders propose to convene an interim meeting of the board of supervisors in accordance with Article 27 of these rules, they shall submit a written proposal to the chairman of the board of supervisors. The written proposal shall specify the following items:
(I) the names of the proposed supervisors and shareholders, and the shares and proportion held by the proposed shareholders;
(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 and shareholder.
If the proposal of the board of supervisors is not in accordance with the provisions of the preceding paragraph, the written notice of the interim meeting of the board of supervisors shall be issued within 10 days after receiving the proposal of the shareholders or the proposal of the board of supervisors. If the proposal of the board of supervisors is not in accordance with the provisions of the preceding paragraph, the written notice of the interim meeting of the board of supervisors shall be issued in time.
Article 30 ten days before the regular meeting of the board of supervisors and three days before the interim meeting, the chairman of the board of supervisors shall notify all supervisors by hand, email or other means. The notice of the meeting of the board of supervisors shall include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(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) contact person and contact information;
(VI) date of notice.
Article 31 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. 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 32 the meeting of the board of supervisors shall be presided over by the chairman of the board of supervisors.
Supervisors shall attend the meeting of the board of supervisors in person. If a supervisor is unable to attend the meeting of supervisors for some reason, he shall provide written opinions or vote in advance, or entrust other supervisors to attend the meeting on his behalf in writing. The power of attorney shall specify the names of the principal and the principal, the content and authority of the entrustment, and shall be signed or sealed by the principal. The power of attorney shall be delivered to the Securities Investment Department of the company one day before the meeting and announced to the participants at the beginning of the meeting.
The power of attorney can be prepared in a unified format and delivered to the supervisor with the notice.
If a supervisor fails to attend the meeting of the board of supervisors or entrust other supervisors to attend, he shall be deemed to have waived his voting right at the meeting.
Chapter V resolutions of the board of supervisors
Article 33 each supervisor has one vote. Resolutions made by the board of supervisors must be adopted by more than half of all supervisors.
Article 34 the voting procedure of the board of supervisors is as follows: the voting shall be conducted by means of open ballot, written voting such as fax or on-site signature or show of hands, and personal opinions are allowed to be reserved and recorded.
Article 35 the meeting of the board of supervisors shall fully promote democracy, respect the opinions of each supervisor, and allow supervisors to reserve different opinions when making decisions. Supervisors who reserve personal opinions or hold dissenting opinions shall obey and implement the legal decisions made by the board of supervisors, and shall not contradict or act according to their own wishes in the implementation of the decisions. Otherwise, the board of supervisors may request the shareholders’ meeting to remove their supervisors.
Article 36 for each proposal discussed by the board of supervisors, the proposer or the person designated by the convener of the board of supervisors must speak to explain the main contents, causes and consequences of the proposal.
Article 37 when a proposal is related to a supervisor, the supervisor shall withdraw and shall not participate in the voting.
Article 38 the non voting participants of the meeting of the board of supervisors shall only attend the meeting when discussing relevant topics, and shall withdraw at other times. Non voting participants have the right to speak, but not to vote. Before making a resolution, the board of supervisors shall fully listen to the opinions of the non voting personnel.
Article 39 If the meeting of the board of supervisors is held by means of written transmission and signature, that is, to make a resolution on the proposal by means of respectively serving for deliberation or circulating for deliberation, the supervisor or other supervisors entrusted by him shall indicate the opinions of consent or opposition on the resolution. Once the signed supervisors have reached the quorum required to make a resolution in accordance with these rules, Then the contents discussed in the proposal will become the resolution of the board of supervisors.
Article 40 the main opinions and explanations of the supervisors on the matters discussed shall be accurately recorded in the meeting minutes. Article 41 meetings of the board of supervisors
