Jiangsu Eastern Shenghong Co.Ltd(000301)
Rules of procedure of the board of supervisors
(reviewed and approved by the third extraordinary general meeting of shareholders in 2022 on March 16, 2022)
Chapter I General Provisions
Article 1 Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as “the company”) formulates these rules in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and Jiangsu Eastern Shenghong Co.Ltd(000301) articles of Association (hereinafter referred to as “the articles of association”) in order to further standardize the discussion methods and procedures of the board of supervisors and ensure the work efficiency and scientific decision-making of the board of supervisors.
Article 2 the board of supervisors is established in accordance with the company law and the articles of association, and exercises the right to supervise the directors and senior managers of the company to protect the interests of shareholders, the company and employees from infringement.
Chapter II convening of the meeting
Article 3 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, which shall be convened by the chairman of the board of supervisors.
Under any of the following circumstances, the board of supervisors shall convene an interim meeting of the board of supervisors within 10 days:
(I) when more than half of the supervisors propose to hold the meeting;
(II) when the general meeting of shareholders and the meeting of the board of directors have passed resolutions that violate laws, administrative regulations, normative documents, the articles of association, the provisions and requirements of regulatory authorities, the resolutions of the general meeting of shareholders and other relevant provisions; (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 4 the supervisor shall have the right to require the chairman of the board of supervisors to convene an interim meeting of the board of supervisors if there are justified reasons and purposes. Whether to convene the interim meeting shall be decided by the chairman of the board of supervisors; However, if more than half of the supervisors propose to convene, the interim meeting of the board of supervisors must be convened.
Article 5 the notice of the meeting of the board of supervisors shall be sent by special person, fax or e-mail; The notice time limit is: the notice of the regular meeting shall be sent in writing 10 days before the meeting, and the notice of the interim meeting shall be sent in writing 3 days before the meeting.
In case of special circumstances, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, it may not be subject to the above time limit of meeting notice, but the convener shall make an explanation at the meeting.
Article 6 the notice of the meeting of the board of supervisors shall at least include the following contents:
(I) date, time and place of the meeting;
(II) convening method of the meeting;
(III) reasons and topics;
(IV) date of notice;
(V) other matters.
Article 7 when the supervisor proposes to convene an interim meeting, it shall be handled in accordance with the following procedures:
(I) sign one or more written proposals in the same format and content, and request the chairman of the board of supervisors to convene an interim meeting and put forward the topics of the meeting;
(II) the chairman of the board of supervisors must issue a notice of the meeting of the interim meeting within 10 days from the date of receiving the written proposal;
(III) when the chairman of the board of supervisors is unable to perform his duties, he shall appoint a supervisor to convene an interim meeting of the board of supervisors on his behalf; If the chairman of the board of supervisors fails to perform his duties without reason and fails to designate a specific person to perform his duties on his behalf, more than half of the supervisors may jointly recommend a supervisor to convene the meeting.
Article 8 supervisors have the right to propose proposals for the meeting of supervisors, but whether they are included in the agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors; If the chairman of the board of supervisors insists on putting the proposal on the agenda, if the chairman of the board of supervisors still insists on putting the proposal on the agenda, the supervisor shall explain it in writing. The interim meeting of the board of supervisors must be conducted in accordance with the agenda listed in the written notice of convening the meeting; Issues off the agenda can be discussed, but no resolution can be made.
Article 9 the proposal of the board of supervisors shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, administrative regulations and the articles of association, and belongs to the scope of responsibilities of the board of supervisors;
(II) the proposal must conform to the interests of the company and all shareholders;
(III) there are clear topics and specific matters;
(IV) must be submitted in writing.
Chapter III convening of the meeting
Article 10 the meeting of the board of supervisors shall be held by on-site voting. On the premise of ensuring that supervisors can fully express their opinions, the meeting of the board of supervisors can also be held by means of communication voting and on-site combined with communication voting.
Article 11 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. If a supervisor refuses to attend or fails to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authority in a timely manner.
Article 12 the meeting of the board of supervisors shall be 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 perform his duties.
Article 13 the meeting of the board of supervisors shall be attended by the supervisor himself. If the 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, scope of authorization and term 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 14 If a supervisor fails to attend the meeting or entrust other supervisors to attend the meeting 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 15 the Secretary of the board of directors and other senior managers shall attend the meetings of the board of supervisors as nonvoting delegates.
Other employees of the company or business personnel of relevant intermediaries shall attend the meetings of the board of supervisors as nonvoting delegates and state relevant matters or answer relevant questions as required by the board of supervisors or supervisors.
Chapter IV voting at the meeting
Article 16 the board of supervisors shall vote on all proposals listed on the agenda item by item, and shall not shelve or refuse to vote for any reason. If there are different proposals on the same matter, the voting shall be conducted in the chronological order of the proposals to make a resolution on the matter.
Article 17 the chairman of the meeting shall, according to the specific circumstances, specify the time and number of speeches of each person; Within the specified speaking time, the supervisor’s speech shall not be interrupted halfway to ensure that the supervisor has full right to speak.
Article 18 the voting of the meeting of the board of supervisors shall be one person one vote, and the voting methods of resolutions are: open ballot and show of hands.
The resolution formed by the board of supervisors shall be approved by more than half of the supervisors present at the meeting. The supervisors present at the meeting must have clear consent, objection or abstention on the proposals discussed at the meeting, and sign on the resolutions and minutes of the board of supervisors.
Article 19 if supervisors attend the meeting by means of communication voting, they shall vote by open ballot with voting votes filled in. The voting votes of the board of supervisors shall be prepared by the daily office of the board of supervisors, which shall at least include the following contents:
(I) the session and time of the board of supervisors;
(II) name of the supervisor;
(III) matters to be considered and voted on;
(IV) instructions on the way of voting for, against and abstention;
(V) other items that need to be recorded.
The voting votes filled in by the supervisor shall be delivered by hand, fax or e-mail to the designated address within the time specified in the meeting notice, otherwise it shall be deemed as not attending the meeting.
Article 20 the relevant staff of the daily office of the board of supervisors shall make records of the on-site meeting. The minutes of the meeting shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the supervisors attending the board of supervisors and the supervisors entrusted by others to attend the board of supervisors; (III) agenda of the meeting;
(IV) key points of supervisors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes for, against or abstention).
For the meeting of the board of supervisors held by means of communication voting, the minutes of the meeting shall be sorted out with reference to the above provisions. Article 21 the supervisors attending the meeting shall sign and confirm the resolutions and minutes of the board of supervisors. If the supervisor has different opinions on the meeting minutes, he may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
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, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes.
Article 22 If the resolution of the board of supervisors violates laws, administrative regulations, the articles of association and these rules, resulting in serious economic losses to the company, the supervisors participating in the resolution shall be liable for compensation to the company; However, if it is proved that the supervisor has expressed objection or raised objection during voting and recorded in the meeting minutes, the supervisor may be exempted from liability.
Chapter V post meeting matters
Article 23 supervisors 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 24 the Secretary of the board of directors shall be responsible for reporting the meeting minutes, resolutions and other relevant materials to the relevant regulatory authorities after the meeting, and handling the information disclosure on the public media.
Article 25 before the decisions of the board of supervisors are disclosed through normal channels, all personnel participating in the meeting shall not disclose secrets in any way, let alone seek personal interests. If the above acts occur, the parties shall bear all the consequences and be investigated for legal responsibility according to the circumstances.
Article 26 the meeting archives of the board of supervisors include the meeting notice and meeting materials, meeting attendance, resolutions, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc. The minutes of the meeting of the board of supervisors shall be kept as the company’s archives for 15 years.
Chapter VI supplementary provisions
Article 27 Unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 28 matters not covered in these rules or in conflict with the provisions of relevant laws, administrative regulations, normative documents and the articles of association promulgated or modified after the rules come into force shall be implemented in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
Article 29 these Rules shall be formulated, revised and interpreted by the board of supervisors and shall come into force from the date of deliberation and adoption by the general meeting of shareholders of the company. As of the effective date of these rules, the rules of procedure of the board of supervisors approved by the second extraordinary general meeting of shareholders in 2014 in March 2014 shall be repealed at the same time.
Jiangsu Eastern Shenghong Co.Ltd(000301)
March 2022
