Ganfeng Lithium Co.Ltd(002460)
Rules of procedure of the board of supervisors
Article 1 Purpose
In order to further standardize the discussion methods and voting procedures of the board of supervisors of Ganfeng Lithium Co.Ltd(002460) (hereinafter referred to as the “company”), promote the supervisors and the board of supervisors to effectively perform their supervision duties and improve the corporate governance structure of the company, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association of Jiangxi Ganfeng Lithium Co.Ltd(002460) Co., Ltd. (hereinafter referred to as the “articles of association”) These rules are formulated in accordance with the stock listing rules of Shenzhen Stock Exchange, the governance standards of listed companies, the Securities Listing Rules of the stock exchange of Hong Kong Limited and other relevant provisions.
Article 2 Office of the board of supervisors
The board of supervisors shall set up an office of the board of supervisors to handle the daily affairs of the board of supervisors.
The chairman of the board of supervisors also serves as the head of the office of the board of supervisors and keeps the seal of the board of supervisors. The chairman of the board of supervisors may request the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Article 3 regular and interim meetings of the board of supervisors
The meetings of the board of supervisors are divided into regular meetings and interim meetings.
The regular meeting of the board of supervisors shall be held every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
（1） When any supervisor proposes to hold a meeting;
（2） 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;
（3） When the misconduct of directors and senior managers may cause significant damage to the company or have a bad impact on the market;
（4） When the company, directors, supervisors and senior managers are sued by shareholders;
（5） When the company, directors, supervisors and senior managers are punished by the securities regulatory department or publicly condemned by the stock exchange;
（6） When required by the securities regulatory authority;
（7） Other circumstances stipulated in the articles of association.
Article 4 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors shall solicit meeting proposals from all supervisors and solicit opinions from the employees of the company for at least two days. When soliciting proposals and opinions, the office of the board of supervisors shall explain that the board of supervisors focuses on the supervision of the standardized operation of the company and the job behavior of directors and senior managers, rather than the decision-making of the operation and management of the company.
Article 5 proposal procedure of interim meeting
If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor through the office of the board of supervisors or directly to the chairman of the board of supervisors. The written proposal shall specify the following items:
（1） Name of the proposed supervisor;
（2） The reasons for the proposal or the objective reasons on which the proposal is based;
（3） Propose the time or time limit, place and method of the meeting;
（4） Clear and specific proposals;
（5） Contact information and proposal date of the proposed supervisor.
Within three days after the office of the board of supervisors or the chairman 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.
If the office of the board of supervisors delays in issuing the meeting notice, the proposing supervisor shall report to the regulatory department in time.
Article 6 convening and presiding over the meeting
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.
Article 7 notice of meeting
When convening regular and interim meetings of the board of supervisors, the office of the board of supervisors shall submit the written meeting notice stamped with the seal of the board of supervisors to all supervisors by direct delivery, fax, e-mail or other means 10 and 5 days in advance. 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 8 contents of meeting notice
The written meeting notice shall at least include the following contents:
（1） The date, place and duration of the meeting;
（2） Causes and topics;
（3） Meeting form;
（4） Date of notification.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 9 convening method of the meeting
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.
Article 10 convening of the meeting
The meeting of the board of supervisors shall be held only when more than two-thirds of the supervisors are present. Relevant supervisors refuse to attend or are negligent
If the attendance at the meeting makes it impossible to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authority in time.
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 11 deliberation procedures of the meeting
The chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
The chairman of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting to accept questions.
Article 12 resolutions of the board of supervisors
The voting at the meeting of the board of supervisors shall be conducted in the form of one person, one vote, open name and written.
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.
The resolution of the board of supervisors shall be adopted by more than two-thirds of the members of the board of supervisors.
The board of supervisors shall examine the securities issuance documents and periodic reports prepared by the board of directors and put forward written examination opinions. The supervisor shall sign a written confirmation opinion. The supervisor of the company shall ensure that the company discloses the information in a timely and fair manner and that the information disclosed is true, accurate and complete. If the supervisor cannot guarantee the authenticity, accuracy and integrity of the securities issuance documents and periodic reports or has objections, he shall express his opinions and state the reasons in the written confirmation opinion. The company shall disclose it. If the company does not disclose it in advance, Supervisors can apply for direct disclosure.
Article 13 recording of meetings
The whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 14 meeting minutes
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: (1) the session, time, place and method of the meeting;
（2） Issuance of meeting notice;
（3） Convener and moderator of the meeting;
（4） Attendance at the meeting;
（5） Proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on proposals;
（6） Voting method and voting result of each proposal (specify the specific number of affirmative, negative and abstention votes);
（7） Other matters that the attending supervisors 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 15 signature of Supervisor
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 16 announcement of resolutions
The announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the place where the company’s shares are listed.
Article 17 implementation of resolutions
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 18 preservation of meeting archives
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 a special person designated by the chairman of the board of supervisors.
The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Article 19 supplementary provisions
In these rules, “above” includes this number.
These rules are formulated by the board of supervisors and approved by the general meeting of shareholders of the company. They come into force from the date when the overseas listed foreign shares (H shares) issued by the company are listed on the stock exchange of Hong Kong Limited. As of the effective date of these rules, the original rules of procedure of the board of supervisors of the company shall automatically become invalid.
Matters not covered in these Rules shall be implemented in accordance with the relevant laws and regulations, the Listing Rules of the place where the company’s shares are listed, the relevant provisions of the articles of association, and with reference to the relevant provisions of the rules of procedure of the board of directors of the company. If the relevant provisions of these rules conflict with the relevant laws and regulations promulgated or revised in the future, the Listing Rules of the place where the company’s shares are listed and the articles of association, they shall be implemented in accordance with the relevant laws and regulations, the Listing Rules of the place where the company’s shares are listed, the current articles of association or the revised articles of association.
These Rules shall be interpreted by the board of supervisors.
