Sichuan Tianwei Electronic Co.Ltd(688511)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to further standardize the corporate governance structure of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as the “company”), ensure the supervisors and the board of supervisors to effectively perform their supervisory duties according to law, and standardize the discussion methods and voting procedures of the board of supervisors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the governance standards of listed companies These rules are formulated in accordance with the relevant provisions of laws, regulations, normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors shall be responsible to all shareholders, supervise the legality of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, 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 supervisors
Article 4 the supervisor shall be the shareholder representative and the employee representative of the company, and the employee representative supervisor shall not be less than 1 / 3 of the number of supervisors of the company.
The supervisors held by the shareholders’ representatives shall be elected or replaced by the shareholders’ meeting, and the employee representative supervisors shall be democratically elected by the employees of the company through the employee representative meeting, employee meeting or other forms.
Article 5 in any of the circumstances specified in article 96 of the articles of association that a person is not allowed to serve as a director, he shall not serve as a supervisor of the company.
During the term of office, the directors, general manager and other senior managers of the company, their spouses and immediate family members shall not concurrently serve or serve as supervisors of the company; The number of supervisors who have served as directors or senior managers of the company in the past two years shall not exceed 1 / 2 of the total number of supervisors of the company.
Article 6 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 power to accept bribes or other illegal income, and shall not embezzle the company’s property. Article 7 The term of office of the supervisor is 3 years. Upon expiration of the term of office, the supervisor may be re elected.
Article 8 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. The board of supervisors shall notify the relevant situations within 2 days.
Article 9 If a supervisor fails to be re elected in time at the expiration of his term of office, or if 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 10 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 11 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 12 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
Article 13 the board of supervisors of the company is composed of three supervisors, including one employee representative supervisor. There shall be one chairman of the board of supervisors, who shall be elected by more than half of all 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 meeting 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 exercise its supervisory functions independently according to law and protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement.
Article 14 the board of supervisors shall be responsible to the general meeting of shareholders and exercise the following functions and powers:
(I) review the company’s periodic reports prepared by the board of directors and put forward written review opinions; (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) review the board’s implementation of the company’s profit distribution policy and shareholder return planning and decision-making procedures. If the company is profitable in the current year and meets the conditions for cash dividends, but the board of directors has not made a cash profit distribution plan, the board of supervisors shall review and comment on the reasons for not making a cash profit distribution plan, the purpose and use plan of the funds not used for dividends retained in the company, and issue special instructions and opinions on the implementation of relevant policies and plans;
(x) review and comment on the proposal on adjusting or changing the profit distribution policy stipulated in the articles of association.
Chapter IV procedures of the board of supervisors
Article 15 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 16 the meeting of the board of supervisors shall be convened by the chairman of the board of supervisors at least once every 6 months. The supervisor may propose to convene an interim meeting of the board of supervisors.
When convening regular and interim meetings of the board of supervisors, the board of supervisors shall send a notice of the meeting in written forms such as personal delivery, mail, fax and e-mail 10 and 5 days in advance respectively.
If it is necessary to convene an interim meeting of the board of supervisors as soon as possible under special circumstances, 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.
Article 17 the notice of the meeting of the board of supervisors shall include the following contents:
(I) time, place and duration of the meeting;
(II) matters to be considered (meeting proposal);
(III) the convener and moderator of the meeting, the proposer of the interim meeting and their written proposals;
(IV) meeting materials necessary for the voting of supervisors;
(V) the requirement that supervisors should attend the meeting in person;
(VI) contact person and contact information;
(VII) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the explanation that the interim meeting of the board of supervisors needs to be held as soon as possible under special circumstances.
The proposal of the meeting of the board of supervisors shall be delivered to the supervisors and relevant participants together with the notice of the meeting.
Article 18 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, with the consent of the convener (host), the interim meeting of the board of supervisors can vote and make resolutions by telephone, video, fax and other communication methods, which shall be signed by the participating supervisors.
Article 19 in principle, supervisors shall attend the meeting of the board of supervisors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other supervisors in writing to attend the meeting on his behalf.
The power of attorney shall state:
(1) the name and ID number of the trustor and the trustee;
(II) reasons why the client cannot attend the meeting;
(III) agency matters and term of validity;
(IV) brief comments of the client on each proposal;
(V) the scope of authorization of the trustor and the instructions on the voting intention of the proposal;
(VI) signature and date of the trustor and the trustee.
If voting matters are involved, the trustor shall clearly express the opinions of consent, objection or waiver on each matter in the power of attorney, and the supervisor shall not make or accept the entrustment without voting intention, discretionary entrustment or entrustment with unclear scope of authorization. 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 a representative to attend, he shall be deemed to have waived his voting right at the meeting.
The entrusted supervisor shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting. The supervisor who attends the meeting on his behalf shall exercise the rights of the supervisor within the scope of authorization.
Article 20 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present, and each supervisor shall have one vote. The resolution of the board of supervisors shall be adopted by half of the supervisors.
The voting method of the resolution of the board of supervisors is: open ballot or show of hands.
Article 21 the meeting of the board of supervisors shall be held in strict accordance with the prescribed procedures. The board of supervisors may require directors, general manager and other senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern.
Article 22 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors and recorder attending the meeting shall sign the minutes.
The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept by the chairman of the board of supervisors as the company’s archives for a period of not less than 10 years.
Article 23 the voting intentions of supervisors are 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 24 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors and recorder attending the meeting shall sign the minutes.
The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept by the chairman of the board of supervisors as the company’s archives for a period of not less than 10 years.
Chapter V Implementation of resolutions of the board of supervisors
Article 25 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.
Chapter VI supplementary provisions
Article 26 in case of matters not covered in these rules or conflicts with the laws, regulations, other normative documents and the articles of Association issued in the future, the relevant provisions of the laws, regulations, other normative documents and the articles of association shall prevail.
Article 27 the terms “above” and “no more than” in these rules include this number; “Not reached”, “beyond”, “below”, “more than”, “less than”, “within” and “more than half” do not include this figure. Article 28 these Rules shall be interpreted by the board of supervisors of the company.
Article 51 these rules are drafted by the board of supervisors of the company and take effect after being deliberated and adopted by the general meeting of shareholders of the company, and the same is true for amendment.
Sichuan Tianwei Electronic Co.Ltd(688511) March 25, 2022
