Foshan Haitian Flavouring And Food Company Ltd(603288)
Rules of procedure of the board of supervisors
(revised in March 2022)
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China, other relevant laws and regulations and the relevant provisions of the Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association (hereinafter referred to as the articles of association) in order to clarify the responsibilities and authorities of the Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as the company), standardize the internal organization and operation procedures of the board of supervisors, and give full play to the supervisory and management role of the board of supervisors.
Article 2 the company establishes a board of supervisors according to law, which is composed of three supervisors, and the board of supervisors has a chairman. The chairman of the board of supervisors 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 board of supervisors shall include an employee representative, who shall be democratically elected by all employees of the company or the employee congress.
Chapter II functions and duties of supervisors and the board of supervisors
Article 3 the board of supervisors shall exercise the following functions and powers:
(I) it shall review the company’s periodic reports prepared by the board of directors and put forward written review opinions. The supervisor shall sign a written confirmation opinion;
(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 the provisions 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.
Article 4 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) preside over the work of the board of supervisors, convene and preside over the meetings of the board of supervisors, and supervise and inspect the implementation of the resolutions of the board of supervisors;
(II) according to the resolution of the board of supervisors, require the company’s audit institution to provide financial audit reports on the company’s business projects and put forward opinions on the audit results, and hire professional institutions such as accounting firms to help when necessary;
(III) be responsible for reviewing and signing the documents related to the board of supervisors, reviewing and signing the opinions on the outgoing audit report of the company’s senior managers and the company’s annual assessment opinions on directors and senior managers.
Article 5 supervisors may resign before the expiration of their term of office. The provisions of the articles of association on the resignation of directors shall apply to supervisors.
Article 6 supervisors shall abide by the provisions of laws, administrative regulations and the articles of association, perform the obligations of integrity and diligence, and safeguard the interests of the company. When their own interests conflict with the interests of the company and shareholders, they should take the best interests of the company and shareholders as the code of conduct.
Article 7 supervisors shall bear the following responsibilities:
(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;
(IV) the company’s secrets shall not be infringed or bribed, and the company’s rights and interests shall not be infringed upon or protected without taking advantage of them;
(V) bear corresponding liabilities for the losses of the company caused by its fault;
(VI) if the resolution of the board of supervisors causes serious damage to the interests of the company, and the supervisors participating in the resolution fail to fulfill the obligations of diligence and prudence, the supervisors participating in the resolution shall bear the corresponding compensation liability according to the degree of their fault, but the supervisors who prove that they have expressed objection during voting and recorded in the minutes of the meeting can be exempted from liability; (VII) if the supervisor violates the resolution of the board of supervisors in the specific execution of business and causes damage to the interests of the company, he shall be liable for compensation to the company;
(VIII) supervisors who violate laws, administrative regulations or the articles of association when performing their duties and cause damage to the interests of the company shall be liable for compensation.
Chapter III convening and notification of the board of supervisors
Article 8 the meeting of the board of supervisors shall be convened by the chairman of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties due to special reasons, a supervisor jointly recommended by more than half of the supervisors shall be responsible for convening the meeting. Article 9 the meetings of the board of supervisors are divided into regular meetings of the board of supervisors (hereinafter referred to as regular meetings) and temporary meetings of the board of supervisors (hereinafter referred to as temporary meetings).
Article 10 the regular meeting of the board of supervisors shall be held every six months. Article 11 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 through the office of the board of supervisors or directly.
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.
Within five days after the office of the board of supervisors receives the written proposal of the supervisor, the office of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
Article 12 when convening regular and interim meetings of the board of supervisors, the office of the board of supervisors shall submit the written notice of the meeting stamped with the seal of the board of supervisors to all supervisors by direct delivery, fax, e-mail or other means. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
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. Article 13 the written notice of the meeting shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Chapter IV convening of the meeting of the board of supervisors
Article 14 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 perform his duties, the provisions of Article 8 of these Rules shall apply.
Article 15 the meeting of the board of supervisors can be held only when more than half of the supervisors are present. Article 16 the meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. When voting by correspondence, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the office of the board of supervisors after signing for confirmation. Supervisors should not only state their voting opinions without expressing their written opinions or voting reasons.
Chapter VI voting at the meeting of the board of supervisors
Article 17 the meeting of the board of supervisors shall fully guarantee the right of each supervisor participating in the meeting to express opinions and suggestions. All supervisors shall fully express their opinions, with clear and concise views.
Article 18 the voting method of the resolution of the board of supervisors is: show of hands or voting. Each supervisor has one vote. For several parallel or different matters contained in the same proposal, the board of supervisors may consider them separately and vote one by one.
Article 19 the voting of the board of supervisors is divided into consent, objection and abstention. Article 20 on the premise of ensuring the supervisors to fully express their opinions, the interim meeting can be held by fax or other written means of communication and make resolutions, which shall be signed by the supervisors participating in the meeting.
Article 21 the resolution made by the board of supervisors shall be valid only after it is approved by more than half of all supervisors.
Chapter VII meeting documents and minutes
Article 22 a specially assigned person shall be responsible for the minutes of the meeting of the board of supervisors. Article 23 the minutes of the meeting of the board of supervisors shall completely and accurately record the real situation of the meeting and the opinions and suggestions of the supervisors attending the meeting. The minutes of the meeting shall at least 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 minutes with reference to the above provisions.
Article 24 the supervisors attending the meeting shall sign the meeting minutes for confirmation. 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 25 the minutes of the meeting of the board of supervisors and its resolutions shall be kept together as the company’s archives for a period of ten years. During the operation of the company, no one shall damage or alter it.
Chapter VIII implementation of resolutions of the board of supervisors
Article 26 the convener of the board of supervisors shall be responsible for organizing, supervising and inspecting the implementation of the resolutions of the board of supervisors. Article 27 the board of supervisors may designate other senior managers of the company to implement a resolution according to the specific circumstances of the resolution.
Article 28 for the resolutions of the board of supervisors, the contact person of the board of supervisors shall be responsible for tracking and understanding, and feed back the relevant implementation to the board of supervisors and the convener of the board of supervisors in time.
Chapter IX supplementary provisions
Article 29 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations and the articles of association.
Article 30 in these rules, “above” includes this number, and “over” does not include this number. Article 31 when these rules need to be revised according to the actual changes, the convener of the board of supervisors shall put forward the draft of revision opinions, which shall be submitted to the general meeting of shareholders for deliberation after being examined and approved by the board of supervisors.
Article 32 these Rules shall come into force on the date of adoption of the resolution of the general meeting of shareholders of the company. Article 33 the board of supervisors of the company shall be responsible for the interpretation of these rules.
