Eaglerise Electric & Electronic (China) Co.Ltd(002922) rules of procedure of the board of supervisors
Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Rules of procedure of the board of supervisors
(revised in March 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as the “company”), ensure that the board of supervisors independently exercise its supervision power according to law, and protect the rights and interests of shareholders and the interests of the company, these rules are formulated in accordance with the laws and regulations of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the relevant provisions of the Eaglerise Electric & Electronic (China) Co.Ltd(002922) articles of Association (hereinafter referred to as the “articles of association”).
The terms involved and matters not specified in these Rules shall be subject to the articles of association and shall not be interpreted and quoted by other rules of the company.
Chapter II composition and powers of the board of supervisors
Article 2 the company has a board of supervisors, which is composed of three supervisors.
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 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 number of members of the board of supervisors shall not be less than 3. The board of supervisors shall include shareholders’ representatives and an appropriate proportion of employees’ representatives of the company, of which the proportion of employees’ representatives shall not be less than 1 / 3. The employee representatives in the board of supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
Article 3 the board of supervisors shall exercise the following functions and powers:
（1） It shall review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
（2） Check the company’s finance;
（3） 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;
（4） Require the directors and senior managers to correct when their acts harm the interests of the company;
（5） 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;
（6） Put forward proposals to the general meeting of shareholders;
Eaglerise Electric & Electronic (China) Co.Ltd(002922) rules of procedure of the board of supervisors
（7） Bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law; （8） If it is found that the operation of the company is 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.
Chapter III convening and convening of meetings
Article 4 the board of supervisors shall hold at least one meeting every six months. The supervisor may propose to convene an interim meeting of the board of supervisors. Article 5 when convening the meeting of the board of supervisors, all supervisors shall be notified at least 10 days in advance. The notification methods include personal delivery, fax or e-mail.
When the board of supervisors holds an interim meeting, it shall notify all supervisors 2 days in advance. However, in case of emergency, the temporary meeting of the board of supervisors may be notified orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 6 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) date of notice.
Article 7 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, authority and validity period, 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 other supervisors to attend, he shall be deemed to have waived his voting right at the meeting.
Article 8 when convening the meeting of supervisors, the board of supervisors may, according to the actual situation, require the company’s directors, President and other senior managers, internal and external auditors to attend the meeting as nonvoting delegates, and state relevant matters to the board of supervisors or answer questions.
Article 9 when the supervisor proposes to convene an interim meeting, it shall be handled in accordance with the following procedures:
(I) submit a formal written proposal to the board of supervisors, and request the chairman of the board of supervisors to convene an interim meeting and put forward the agenda of the meeting.
The proposal shall state:
1. Reasons for proposal;
2. The specific contents of the proposal;
3. Date of proposal and signature of proposer.
(II) the chairman of the board of supervisors shall convene an interim meeting within 10 days from the date of receiving the above written proposal.
Article 10 the voting method of the resolution of the board of supervisors is: on-site voting or communication voting.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) rules of procedure of the board of supervisors
On the premise of ensuring that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held in other ways and make resolutions, which shall be signed by the participating supervisors.
Chapter IV procedures and resolutions
Article 11 the supervisor has the right to propose a proposal for the meeting of supervisors, but whether it is included in the agenda of the meeting of the board of supervisors shall be determined by the convener of the board of supervisors; If the proposal put forward by the supervisor fails to be included in the agenda of the board of supervisors, it shall be explained to the proposing supervisor. If the proposing supervisor still insists on being included in the agenda, it shall be voted and determined by the board of supervisors.
Article 12 the proposals put on the agenda of the meeting shall be carefully considered before voting. The supervisors can speak freely or express their opinions in the form of written report.
Article 13 the board of supervisors shall vote on all proposals put 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, they shall be voted and a resolution shall be made in the chronological order of the proposal. Article 14 the resolution of the board of supervisors shall be adopted by more than half of the supervisors.
Article 15 the chairman of the meeting shall announce whether the resolution is passed according to the voting results, and the voting method and voting results of the resolution shall be recorded in the minutes of the meeting.
Chapter V meeting minutes
Article 16 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes.
Supervisors present at the meeting have the right to require explanatory records of their speeches at the meeting on the minutes.
The minutes of the meeting of the board of supervisors shall be kept for at least 10 years.
Article 17 the minutes of the meeting of the board of supervisors shall include the following contents:
(I) the time and place of the meeting and the name of the convener;
(II) names of supervisors attending the meeting and entrusted 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 in favor, against or abstaining). (VI) signatures of supervisors attending the meeting.
Chapter VI implementation of resolutions of the meeting
Article 18 the chairman of the board of supervisors shall supervise the implementation of the resolution of the board of supervisors and report the final implementation results.
Article 19 in order to perform their duties, supervisors may employ lawyers, certified public accountants and other professionals to assist them when necessary
Eaglerise Electric & Electronic (China) Co.Ltd(002922) rules of procedure of the board of supervisors
The company shall bear the reasonable expenses incurred in the work.
Article 20 the board of supervisors shall not interfere with or participate in the company’s daily operation and management and personnel appointment and removal. However, if the directors and senior managers violate laws, administrative regulations, articles of association or resolutions of the general meeting of shareholders, the board of supervisors has the right to propose to remove them. The board of supervisors has the right to require the directors and senior managers to make corrections when their acts harm the interests of the company.
Article 21 the announcement of the resolution of the board of supervisors shall include the following contents:
(I) the time, place and mode of the meeting, as well as an explanation of whether it complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association;
(II) the number and names of supervisors who entrust others to attend and be absent, the reasons for their absence and the names of entrusted supervisors;
(III) the number of approval, opposition and abstention votes obtained for each proposal, as well as the reasons for the opposition or abstention of relevant supervisors; (IV) the specific contents of the matters under consideration and the resolutions formed at the meeting.
Chapter VII supplementary provisions
Article 22 in these rules, “above”, “within” and “below” all include this number; “Less than”, “more than”, “less than” and “other than” do not include this number.
Article 23 in case of matters not specified in these rules of procedure or relevant provisions inconsistent with the company law, securities law and other laws, regulations, normative documents and articles of association, relevant laws, regulations, normative documents and articles of association shall prevail.
Article 24 these rules of procedure shall be formulated by the board of supervisors and shall come into force after being submitted to the general meeting of shareholders for deliberation and approval, and the same shall apply when amended. Article 25 the power of interpretation of these rules belongs to the board of supervisors.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) March 18, 2002
