Guanglian Aviation Industry Co.Ltd(300900)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to ensure that the board of supervisors of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company) independently exercises its supervision power according to law, ensure that the board of supervisors can efficiently and standardized operation and scientific decision-making, and improve the corporate governance structure, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) Corporate governance standards for listed companies (revised in 2018) (announcement [2018] No. 29 of China Securities Regulatory Commission), listing rules of Shenzhen Stock Exchange on GEM (revised in December 2020) (SZS [2020] No. 1292, hereinafter referred to as GEM Listing Rules) These rules are formulated in combination with the actual situation of the company, including relevant laws, regulations and normative documents such as the guidelines for self regulatory supervision of Listed Companies in Shenzhen Stock Exchange – standardized operation of companies listed on GEM (SZS [2022] No. 14, hereinafter referred to as the guidelines for self regulatory supervision No. 2) and the provisions of Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the board of supervisors is the supervisory body of the company, which is responsible to the general meeting of shareholders, and supervises the legality and compliance of the company’s finance, the board of directors and its members and senior managers in performing their duties, so as to prevent them from abusing their powers and safeguard the legitimate rights and interests of the company and shareholders.
Article 3 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.
Chapter II composition of the board of supervisors
Article 4 the board of supervisors is the statutory internal supervision organization of the company. The board of supervisors performs the supervision functions entrusted by the general meeting of shareholders and is responsible for and reports to the general meeting of shareholders.
Article 5 the members of the board of supervisors shall be composed of three supervisors in accordance with the articles of association. The proportion of employee representative supervisors shall not be less than one-third. The term of office of supervisors is three years and can be re elected.
Article 6 the shareholder representative supervisors among the members of the board of supervisors shall be elected and removed by the general meeting of shareholders. The employee representative supervisors among the members of the board of supervisors shall be democratically elected and removed by the employee congress, the employee congress or other forms.
Article 7 the board of supervisors shall have one chairman. The chairman of the board of supervisors shall be elected and removed by more than half of all supervisors.
Article 8 under any of the following circumstances, he cannot serve as a supervisor of the company:
(I) those who have served as directors and senior managers of the company cannot serve as supervisors of the company;
(II) the company law stipulates that he shall not serve as a director, supervisor or senior manager;
(III) being banned from entering the securities market by the CSRC from serving as directors, supervisors and senior managers of listed companies, and the term has not expired;
(IV) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of the company, and the term has not expired;
(V) other circumstances specified in laws, administrative regulations, departmental rules and normative documents or the articles of association.
If a supervisor is not allowed to serve as a director, supervisor or senior manager as stipulated in the company law or in Item 3 of Article 8 of these rules during his term of office, the relevant supervisor shall immediately stop performing his duties and be dismissed by the company in accordance with the corresponding provisions; In case of any other circumstance that the supervisor is not allowed to serve as a supervisor as stipulated by other laws and regulations and Shenzhen Stock Exchange, the relevant supervisor shall resign within one month from the date of the fact.
If the relevant supervisor should be dismissed but has not been dismissed, and participates in the meeting of the board of supervisors and votes, the voting result is invalid.
If more than half of the supervisors of the company should resign according to the provisions of these rules during their term of office, the resignation period of relevant supervisors can be appropriately extended with the application of the company and the consent of Shenzhen Stock Exchange, but the maximum extension period shall not exceed three months.
Before the resignation takes effect, the relevant supervisors shall continue to perform their duties in accordance with laws and regulations, GEM Listing Rules, self regulatory guidelines No. 2, other provisions of Shenzhen Stock Exchange and the articles of association to ensure the normal operation of the company
Article 9 the office of the board of supervisors is set up under the board of supervisors to handle the daily affairs of the board of supervisors. The chairman of the board of supervisors concurrently serves as the head of the office and keeps the seal of the board of supervisors.
Article 10 before the initial listing of the company’s shares, the supervisors of the company shall sign the declaration and commitment of supervisors within one month after the appointment is approved by the general meeting of shareholders, and report to Shenzhen Stock Exchange and the board of directors for the record.
The supervisor shall declare in the statement and commitment of the supervisor:
(I) holding of the company’s shares;
(II) whether it has been investigated and punished for violating laws and regulations, GEM Listing Rules, self regulatory guidelines No. 2 or other provisions of Shenzhen Stock Exchange;
(III) other employment and work experience in the last five years;
(IV) having the nationality and long-term residence right of other countries or regions;
(V) other information that Shenzhen Stock Exchange deems necessary to explain.
Article 11 the supervisors of the company shall perform the following duties and make commitments in the statement and commitment of supervisors:
(I) abide by and urge the company to abide by laws and regulations and perform the obligations of loyalty and diligence;
(2) to comply with the self regulatory guidelines of Shenzhen Stock Exchange and No. 2 of Shenzhen Stock Exchange;
(III) abide by and urge the company to abide by the articles of Association;
(IV) other duties that Shenzhen Stock Exchange deems necessary to perform and other commitments that should be made. Chapter III functions and powers of the board of supervisors
Article 12 the board of supervisors shall exercise the following functions and powers:
(I) report to the general meeting of shareholders;
(II) review the company’s periodic reports prepared by the board of directors and put forward written review opinions. The written review opinions shall explain whether the preparation and review procedures of the reports comply with relevant regulations and whether the contents are true, accurate and complete;
(III) check the company’s finance;
(IV) supervise the behavior of directors and senior managers in performing their duties and in the preparation of financial and accounting reports, and hire intermediaries to provide professional opinions when necessary. Propose 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; (V) require the directors and senior managers to correct when their acts harm the interests of the company;
(VI) 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;
(VII) put forward proposals to the general meeting of shareholders;
(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; 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;
(x) other circumstances specified in laws, administrative regulations, departmental rules and normative documents or the articles of association.
Chapter IV meetings of the board of supervisors
Article 13 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.
Article 14 the meeting of the regular Board of supervisors shall be held at least once every six months. The regular Board of supervisors shall send a written notice to all supervisors 10 days before the meeting. The notice of the interim meeting of the board of supervisors shall be sent to all supervisors and other personnel who should attend the meeting in writing 3 days before the meeting.
However, if the situation is urgent and it is necessary to convene the meeting of the board of supervisors as soon as possible, with the consent of all supervisors, the notice time of the board of supervisors can be shortened, or the meeting notice can be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting and record it in the meeting minutes. If the supervisor has attended the meeting and has not raised any objection that he has not received the meeting notice before or at the meeting, he shall be deemed to have sent the meeting notice to him.
Article 15 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 convene;
(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) 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 specified in laws, administrative regulations, departmental rules and normative documents or the articles of association.
Article 16 the meeting of the board of supervisors shall be held in the form of on-site meeting, but on the premise of ensuring that the supervisors know and fully express their opinions, it can be held in the form of communication meeting, and a resolution shall be made, which shall be signed by the participating supervisors.
Chapter V Procedures of the meeting of the board of supervisors
Section I proposal and solicitation of topics and proposals
Article 17 the office of the board of supervisors is responsible for soliciting the draft of the matters discussed at the meeting, and the proponents of relevant proposals shall submit proposals and relevant explanatory materials before the meeting. After sorting out, the office of the board of supervisors shall list the place, time and agenda of the meeting of the board of supervisors and submit it to the chairman of the board of supervisors.
Section II notice of meeting
Article 18 before the meeting of the board of supervisors is held, a notice of the meeting shall be sent to all supervisors and their non voting participants.
Article 19 the written notice of the meeting of the board of supervisors shall at least include the following contents:
(I) time, place and duration of the meeting;
(II) reasons and matters to be considered (meeting proposal);
(III) the date of the notice;
(IV) meeting materials necessary for the voting of supervisors;
(V) contact person and contact information.
Article 20 the meeting of the board of supervisors shall be notified according to the following requirements and methods:
(I) the notice of the meeting of the board of supervisors shall be sent by special person, email, fax, etc; Other forms stipulated in the articles of association.
(II) if the meeting notice is sent by a person, the person served shall sign (or seal) on the service receipt, and the date signed by the person served shall be the date of service; If the meeting notice is sent by fax, the date of fax shall be the date of service, and the date of service shall be subject to the fax report.
Section III attendance at the meeting
Article 21 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
Article 22 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, agency matters, authority and validity period of the acting supervisor, and shall be signed or sealed by the principal. The entrusted supervisor shall exercise his powers in accordance with the provisions of the power of attorney. Article 23 If a supervisor is unable to attend the meeting of the board of supervisors in person or entrust other supervisors to attend the meeting of the board of supervisors for two consecutive times, he shall be deemed unable to perform his duties and shall be replaced by the general meeting of shareholders or the general meeting of employees. Article 24 the board of supervisors may require the directors and senior managers of the company to attend the meeting of the board of supervisors and answer relevant questions.
Section IV convening of the meeting
Article 25 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 of the board of supervisors.
Article 26 the chairman of the meeting shall announce the meeting at the scheduled time and announce the agenda of the meeting. The meeting deliberated each proposal item by item under the chairmanship of the moderator.
Section V voting and resolutions
Article 27 the voting at the meeting of the board of supervisors shall be one person, one vote.
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 28 the meeting of the board of supervisors shall make resolutions on the matters discussed. All resolutions must be passed by more than half of all supervisors.
Article 29 the board of supervisors may vote by show of hands or voting.
Article 30 the office 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 office of the board of supervisors shall sort out the meeting with reference to the above provisions
