Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Rules of procedure of the board of supervisors
(draft to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company and investors, further clarify the duties and authorities of the board of supervisors, promote the supervisors and the board of supervisors to effectively perform their supervisory duties, and improve the corporate governance structure of the company, according to 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 guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the guidelines for the governance of listed companies and other laws and regulations, as well as the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors is the supervisory body established by the company according to law, which is responsible for and reports to the general meeting of shareholders of the company.
Chapter II supervisors
Article 3 qualification of supervisors
(I) the following persons shall not serve as supervisors of the company:
1. Having no or limited capacity for civil conduct;
2. One of the circumstances specified in Article 146 of the company law;
3. The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired;
4. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
5. Other circumstances stipulated by laws and regulations and Shenzhen Stock Exchange.
(II) directors, general managers and other senior managers shall not concurrently serve as supervisors. Directors and senior managers of the company and their spouses and immediate family members shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 4 supervisors shall have professional knowledge or work experience in law, accounting and other aspects, and shall be held by shareholders’ representatives and employees’ representatives 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. The election of supervisors shall comply with the following procedures:
(I) shareholders who individually or jointly hold more than 3% of the total shares of the company and have held them continuously for more than half a year have the right to submit a list of candidates for supervisors to the company, but shall submit it to the board of directors in writing 10 days before the general meeting of shareholders. Except for the following circumstances: shareholders (including those acting in concert) who account for more than 5% of the company’s shares must disclose their acquisition plan to the company and obtain the approval of the company’s board of directors. If they increase their shares without disclosure and approval, the company shall be deemed to have waived their right to nominate candidates for supervisors.
(II) the proposer shall provide the resume, basic information and relevant supporting materials of the candidate supervisors to the board of supervisors.
(III) supervisors representing the employees shall be democratically elected by the employees of the company through the employees’ Congress, the employees’ Congress or other forms.
Article 5 The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re elected.
Article 6 a supervisor may resign before the expiration of his term of office. A supervisor who resigns shall submit a written resignation report to the board of supervisors. If a supervisor is not re elected in time at the expiration of his term of office, or 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 the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 7 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report. The supervisors shall ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the financial affairs of directors, senior managers and listed companies.
Article 8 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 9 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. They shall not take advantage of their powers to accept bribes or other illegal income, and shall not misappropriate the company’s property. 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 10 if a supervisor violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Chapter III functions and powers of the board of supervisors and the chairman of the board of supervisors
Article 11 the board of supervisors is a supervisory body established by the company according to law, responsible for the general meeting of shareholders, supervising the company’s finance, the compliance of the company’s directors, general manager and other senior managers with laws and regulations, the relevant provisions of Shenzhen Stock Exchange, the articles of association and the performance of the company’s duties, and safeguarding the legitimate rights and interests of the company and shareholders.
Article 12 the board of supervisors consists of three supervisors, including one employee representative supervisor. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors.
Article 13 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic reports prepared by the board of directors, put forward written review opinions, and sign written confirmation opinions at the same time;
(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) maintain the safety of the company’s funds. If the company’s directors and senior managers assist and connive at the controlling shareholders and their subsidiaries to occupy the company’s funds, the board of directors is required to start the “freeze upon occupation” mechanism in time to correct it; If the board of directors refuses to correct, the board of supervisors may directly put forward a proposal to the general meeting of shareholders or a proposal for the removal of relevant directors and senior managers.
If the supervisors of the company assist and connive at the controlling shareholders and their subsidiaries to occupy the company’s funds, they shall be punished or put forward a proposal for removal to the general meeting of shareholders.
Article 14 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.
Chapter IV meetings of the board of supervisors
Section I convening, proposal and notice of the meeting of the board of supervisors
Article 15 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 16 the board of supervisors shall hold a meeting at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors. 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 hold a meeting;
(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 stipulated in the articles of association.
Article 17 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted to the chairman of the board of supervisors. The written proposal shall specify the following items:
(I) name of the proposed supervisor;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(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.
After receiving the above written proposal and relevant materials, the chairman of the board of supervisors may require the proposer to modify or supplement the proposal if he considers that the content of the proposal is unclear, unspecified or the relevant materials are insufficient. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors within 10 days after receiving the written proposal of the supervisor.
Article 18 the board of supervisors is divided into regular meetings and interim meetings. The written meeting notice of the board of supervisors shall at least include the date, place and duration of the meeting, causes and topics, the convener and moderator of the meeting, the proposer of the interim meeting and its written proposal, the meeting materials necessary for the voting of supervisors, the date of sending the notice, contact person and contact information. The notice of the oral meeting of the board of supervisors shall at least include the date, place and duration of the meeting, causes and topics. In case of emergency, it is necessary to convene an interim meeting of the board of supervisors as soon as possible.
Article 19 after the notice of the regular meeting of the board of supervisors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a change notice shall be issued three days before the original date of the meeting to explain the situation, the relevant contents and relevant materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all supervisors attending the meeting. After the notice of the interim meeting of the board of supervisors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all participating supervisors in advance and make corresponding records.
Section II convening, voting and records of the meeting of the board of supervisors
Article 20 the meeting of the board of supervisors shall be held on site. If necessary, on the premise of ensuring the supervisors to fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The meeting of the board of supervisors may also be held on site at the same time as other methods. If the meeting is not held on site, the number of supervisors attending the meeting shall be calculated by video showing the supervisors present, the supervisors who express their opinions in the teleconference, the actual receipt of valid voting votes such as fax or e-mail within the specified time limit, or the written confirmation letter submitted by the supervisor after the meeting.
Article 21 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 name of the agent, agency matters, authority and validity period, and shall be signed or sealed by the principal. The supervisors who are authorized by the board of supervisors to attend the meeting shall be limited to those who are authorized by the board of supervisors to attend the meeting. 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. If the 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, it shall be deemed that he is unable to perform his duties, and the board of supervisors shall recommend the general meeting of shareholders to replace him.
Article 22 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. The Secretary of the board of directors and the securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 23 the board of supervisors shall, according to the proposal of the supervisors, require directors, senior managers, other relevant personnel of the company or business personnel of relevant intermediaries to attend the meeting to accept questions.
Article 24 the voting at the meeting of the board of supervisors shall be one person, one vote, and may be conducted by show of hands, open ballot or communication. 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, they shall be deemed to have abstained.
Article 25 the resolution formed by the board of supervisors shall be approved by more than half of all supervisors. The contents of the resolutions formed by the board of supervisors shall comply with the provisions of laws, regulations and the articles of association. The supervisors attending the meeting shall faithfully perform their duties and ensure the authenticity, accuracy and integrity of the contents of the resolutions.
Article 26 the meeting of the board of supervisors shall be recorded by a person designated by the board of supervisors. 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 proposals;
(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.
Article 27 the minutes of the meeting of the board of supervisors shall truly, completely and accurately reflect the opinions of the participants on the matters under consideration. Supervisors and recorders attending the meeting shall sign the minutes of the meeting. If the supervisor has different opinions on the deliberation items or meeting minutes, he has the right to require an explanatory record on the meeting minutes. 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, he shall be deemed to fully agree with the contents of the meeting minutes.
Article 28 the supervisor 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 29 the meeting archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by the office of the board of supervisors. The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Article 30 the board of supervisors shall put forward written review opinions on the periodic reports of the board of directors, stating whether the preparation and review procedures of the periodic reports of the board of directors comply with the provisions of laws, regulations and other normative documents, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company.
