Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
Rules of procedure of the board of supervisors
(Amendment)
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of supervisors of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (hereinafter referred to as “the company” or “the company”), standardize the organization and behavior of the board of supervisors and give full play to the supervision and management role 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”) These rules are formulated in accordance with the governance standards of listed companies (hereinafter referred to as the “governance standards”) and the Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors shall carry out its work in accordance with the company law, governance standards, articles of association and other laws and administrative regulations. Be responsible to all shareholders of the company, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
Chapter II supervisors
Article 3 supervisors shall be the representatives of shareholders and employees of the company, as well as relevant professionals hired externally who have no relationship with the main shareholders of the company that may hinder their independent and objective judgment.
Article 4 the supervisors held by shareholders’ representatives shall be elected or replaced by the general meeting of shareholders, and the supervisors held by employees’ representatives shall be democratically elected or replaced by the employees of the company.
Article 5 The term of office of the supervisor is 3 years. Upon expiration of the term of office, the supervisor can be re elected. Article 6 a supervisor shall meet the following basic conditions:
(I) have the ability to communicate widely with shareholders, employees and other relevant stakeholders, and be able to safeguard the rights and interests of owners;
(II) adhere to principles, be honest and clean, and handle affairs fairly;
(III) professional knowledge or experience in law, finance, etc.
Article 7 under any of the following circumstances, he shall not serve as a supervisor of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, embezzlement of property, misappropriation of property or undermining social and economic order, and the expiration of the execution period is less than 5 years, or being deprived of political rights for the crime, and the expiration of the execution period is less than 5 years;
(III) being a director or 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) those who are determined by the CSRC to be prohibited from entering the market and whose prohibition has not been lifted shall not serve as supervisors of the company;
(VII) directors, managers, financial directors and other senior managers shall not concurrently serve as supervisors of the company;
(VIII) state civil servants shall not concurrently serve as supervisors of the company;
(IX) applicable domestic and foreign laws, administrative regulations and / or other provisions of the stock exchange where the listing is located.
The company has the right to remove the supervisor from his post at any time in case of any situation under this article during his term of office. Article 8 supervisors shall participate in the meetings of the board of supervisors and exercise their voting rights in accordance with the provisions of the company law, the articles of association and these rules.
Article 9 in addition to the functions and powers specified in the articles of association, supervisors also enjoy the following rights:
(I) supervisors have the right to know the company’s various decisions and operating conditions;
(II) when supervisors perform their duties normally, they have the right to require directors, departments and relevant personnel to provide necessary assistance and relevant materials. No department or individual shall refuse, interfere or obstruct them. The reasonable expenses required by the supervisor to perform his duties shall be borne by the company.
(III) attend the meeting of the board of supervisors and exercise voting rights;
(IV) suggest the board of supervisors to hold an interim meeting if there are justified reasons and purposes; (V) attend the general meeting of shareholders of the company;
(VI) when attending the meetings of the board of directors of the company as nonvoting delegates, they can consult and understand the operation and management of the company and express independent opinions;
(VII) exercise other supervisory powers in accordance with the provisions of the articles of association and the entrustment of the board of supervisors. Article 10 supervisors shall perform the following obligations:
(I) abide by national laws, administrative regulations and the articles of association, and perform duties in good faith and diligence;
(II) adhere to the working principles of seeking truth from facts, fairness and impartiality;
(III) attend the meeting of the board of supervisors on time. If they are unable to attend for some reason, they may entrust other supervisors in writing to attend the meeting on their behalf, but they shall comply with the provisions on supervisors’ attendance in the articles of Association;
(IV) the company’s secrets shall not be disclosed or bribed for private interests, and shall not take advantage of the company’s rights and interests;
(V) actively participate in relevant training, understand the rights, obligations and responsibilities of a supervisor, be familiar with relevant laws and administrative regulations, and master the relevant knowledge that a supervisor should have;
(VI) the supervisor shall ensure that the information disclosed by the company is true, accurate and complete.
Article 11 If a 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, he shall be deemed to be unable to perform his duties. The board of supervisors shall talk to him and remind him. If he still fails to correct, he may suggest the general meeting of shareholders or the staff congress to remove him.
Article 12 a supervisor may resign before the expiration of his term of office. A supervisor who resigns shall submit a written report to the board of supervisors.
If the number of the board of supervisors of the company is lower than the legal minimum due to the resignation of the supervisor, the resignation report of the supervisor shall not take effect until the next supervisor fills the vacancy caused by his resignation. The supervisor shall still perform the duties of supervisor in accordance with laws, administrative regulations and the articles of association.
Except for the circumstances listed in the preceding paragraph, the resignation of the supervisor shall take effect when the resignation report is delivered to the board of supervisors. If the supervisor who resigns is a shareholder representative, an extraordinary general meeting of shareholders shall be held as soon as possible, which shall be elected and replaced by the general meeting of shareholders; If the supervisor who resigns is the employee representative, the temporary employee congress, employee congress or other forms shall be held as soon as possible, and the company’s employees shall democratically elect and replace him. Before the shareholders’ meeting or the workers’ Congress makes a resolution on the election of supervisors, the functions and powers of the resigned supervisors and the remaining supervisors shall be reasonably limited.
Article 13 when performing their duties, supervisors who violate the provisions of laws, administrative regulations or the articles of association and cause damage to the company shall be liable for compensation. Shareholders have the right to require the company to file a lawsuit for compensation according to law.
Supervisors who have not finished their term of office shall be liable for compensation for the losses caused to the company due to their unauthorized resignation.
Article 14 If a supervisor fails to perform his supervision obligations during his term of office, resulting in significant damage to the interests of the company, shareholders or employees, he shall be investigated for responsibility in accordance with relevant laws and administrative regulations according to the degree of his fault; The general meeting of shareholders or the workers’ Congress may remove their supervisors according to the prescribed procedures.
Chapter III composition and powers of the board of supervisors
Article 15 the company establishes a board of supervisors according to law, which is composed of two shareholder representatives and one employee representative of the company.
The shareholders’ representatives shall be elected and removed by the shareholders’ meeting, and the employees’ representatives shall be democratically elected and removed by the employees of the company.
Article 16 the board of supervisors shall exercise the following functions and powers in accordance with the company law, the articles of association and relevant regulations:
(I) check the company’s finance. The board of supervisors has the right to investigate the company’s property status, check the company’s financial and accounting materials and other materials related to its operation and management activities, review the financial reports verified by certified public accountants or signed by the chairman and general manager, and verify the authenticity and legitimacy of its financial reports and capital operation reports; The board of supervisors shall supervise the company’s financial and accounting affairs, exercise the supervision power over the company’s major business activities, and supervise and evaluate the company’s operation and the maintenance and appreciation of property;
(II) supervise the acts of directors, general managers and other senior managers in violation of laws, administrative regulations, articles of association or resolutions of the general meeting of shareholders when performing their duties of the company, and have the right to put forward suggestions on dismissal;
(III) when the acts of directors, general manager and other senior managers harm the interests of the company, require them to correct them and report to the general meeting of shareholders if necessary;
(IV) propose to convene an extraordinary general meeting of shareholders, and convene 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;
(V) attend the meetings of the board of directors as nonvoting delegates;
(VI) put forward proposals to the general meeting of shareholders;
(VII) review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
(VIII) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(IX) if the company’s operation is found to be abnormal, it can be investigated; If necessary, professional institutions such as accounting firms and law firms can be hired to assist them in their work, and the reasonable expenses incurred therefrom shall be borne by the company;
(x) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
Article 17 If the board of supervisors decides to convene the general meeting of shareholders on its own, it shall notify the board of directors in writing and file it with the stock exchange where the company is listed.
Article 18 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting if the company should convene but fails to convene an extraordinary general meeting within the time limit in the following circumstances:
(I) the number of directors is less than the quorum or two-thirds of the number specified in the articles of Association; (II) when the accumulated losses to be covered by the company reach one-third of the total share capital;
(III) shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days;
(IV) applicable to other situations stipulated by domestic and foreign laws, administrative regulations, departmental rules or the articles of association.
Chapter IV functions and powers of the chairman of the board of supervisors
Article 19 the board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors is the convener of the board of supervisors.
Article 20 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) preside over the work of the board of supervisors;
(II) convene and preside over the meetings of the board of supervisors;
(III) supervise and inspect the implementation of the resolutions of the board of supervisors;
(IV) sign relevant documents of the board of supervisors;
(V) report to the general meeting of shareholders on behalf of the board of supervisors;
(VI) attend the board of directors as nonvoting delegates or entrust other supervisors to attend the board of directors as nonvoting delegates;
(VII) in case of litigation between the director or general manager and the company, the convener of the board of supervisors shall conduct litigation with the director or general manager on behalf of the company.
Article 21 if the chairman of the board of supervisors is unable to perform his duties 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.
Chapter V organizational structure of the board of supervisors
Article 22 the board of supervisors does not have a subordinate organization. The office of the company shall be responsible for the affairs related to the board of supervisors.
Article 23 the board of supervisors may appoint a person to be the recorder of the meeting of the board of supervisors through the company’s office, or temporarily appoint a person to record the meeting as needed.
Chapter VI rules of procedure and working procedures of the board of supervisors
Article 24 the meeting of the board of supervisors can be held on site and by means of communication:
(I) the board of supervisors shall hold meetings at least twice a year and at least once every six months; And the supervisor may propose to convene an interim meeting of the board of supervisors;
(II) to convene a regular meeting of the board of supervisors, the notice of the meeting shall be sent to all supervisors in writing, e-mail or fax 10 days before the meeting, and the interim meeting may be notified to all supervisors 5 days before the meeting; The contents of the written notice include: the date, place, duration, cause or topic of the meeting, and the time of sending the notice; 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.
(III) 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.
If the supervisor entrusts other supervisors to attend on his behalf, 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 a supervisor fails to attend the meeting of the board of supervisors or entrust a representative to attend, he shall be deemed to have failed to perform his duties and give up his voting right at the meeting.
(IV) the meeting of the board of supervisors can be held only when more than half of the supervisors are present.
Article 25 the board of supervisors may require the company’s directors, managers and other senior managers, internal and external auditors to attend the meeting of the board of supervisors and answer questions of concern.
Article 26 the topics of the meeting of the board of supervisors shall be determined according to the following matters:
(I) the content and authorization of the resolution of the latest general meeting of shareholders;
(II) matters determined at the last meeting of the board of supervisors;
(III) matters proposed by the chairman of the board of supervisors or jointly proposed by two or more supervisors; (IV) matters to be supervised, reviewed and deliberated by the board of supervisors as stipulated in the articles of Association;
(V) relevant rules and documents of the board of supervisors.
Article 27 the discussion methods of the board of supervisors:
(I) 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 to attend the meeting for some reason, a supervisor jointly recommended by more than half of the supervisors shall convene and preside over the meeting of the board of supervisors; (II) under the chairmanship of the chairman of the board of supervisors, the meeting of the board of supervisors shall be held item by item in the order of topics listed on the agenda. For the contents included in the agenda of the meeting, the moderator can adopt the method of centralized deliberation and centralized voting according to the actual situation, or the method of item by item deliberation and item by item voting for more complex topics.
(III) when discussing topics at the meeting of the board of supervisors, all supervisors shall fully express their opinions, with clear and concise views.
(IV) the board of supervisors shall vote on the matters listed in the agenda. Each supervisor has one vote. The voting method is a show of hands. A resolution passed by the board of supervisors shall be valid only after it is passed by more than half of the supervisors attending the meeting of the board of supervisors. On the premise of ensuring the supervisors to fully express their opinions, the interim meeting of the board of supervisors or the meeting held by means of communication can be held by fax and make a resolution, which shall be signed by the participating supervisors.
(V) the meeting of the board of supervisors shall be recorded, and the supervisors attending the meeting and the recorder shall sign on the record. The board of supervisors has the right to require some explanatory record of its speech on the record.
(VI) the contents of the resolution of the board of supervisors shall be read out before the end of the meeting, and after it is adopted, it shall be signed by all the supervisors present at the meeting.
(VII) the minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives
