Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 Purpose
These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the articles of association and other relevant provisions in order to further standardize the discussion methods and voting procedures of the board of supervisors of 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.
Article 2 responsibilities of the board of supervisors
The board of supervisors is established in accordance with the company law and the articles of association, is responsible to all shareholders, supervises the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and protects the legitimate rights and interests of the company and shareholders.
Chapter II board of supervisors
Article 3 composition of the board of supervisors
The board of supervisors consists of three supervisors, including one employee representative supervisor and two shareholder representative supervisors. Supervisors shall have corresponding professional knowledge or work experience and have the ability to perform their duties effectively.
The employee representative supervisors in the board of supervisors shall be democratically elected by the company’s employee congress, employee congress or other forms.
Directors and senior managers of the company and their spouses, immediate relatives and close associates shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 4 chairman of the board of supervisors
The board of supervisors has one 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.
Article 5 daily affairs of the board of supervisors
The company appoints a special person in charge to assist the chairman of the board of supervisors in handling the daily affairs of the board of supervisors.
The chairman of the board of supervisors or the special person in charge designated by the company shall keep the seal of the board of supervisors.
Chapter III meetings of the board of supervisors
Article 6 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:
(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 a resolution in violation of laws, regulations, rules, 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) other circumstances stipulated in the articles of association of the company.
Article 7 proposal of regular meeting
Before issuing the notice of convening the regular meeting of the board of supervisors, the special person in charge designated by the company shall fully solicit the opinions of all supervisors, preliminarily form the meeting proposal and submit it to the chairman of the board of supervisors for drafting.
The chairman of the board of supervisors shall solicit the opinions of the general manager and other senior managers as necessary before formulating proposals.
Article 8 proposal procedure of interim meeting
If the supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposed supervisor to the chairman of the board of supervisors through the special person in charge designated by the company 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 three days after the special person in charge designated by the company or the chairman of the board of supervisors receives the written proposal of the supervisor, the special person in charge designated by the company shall issue a notice of convening the interim meeting of the board of supervisors.
Article 9 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 10 notice of meeting
When convening regular and interim meetings of the board of supervisors, the special person in charge designated by the company shall submit a written notice of the meeting to all supervisors by direct delivery, mail, fax, e-mail or other means 10 and 3 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 11 contents of meeting notice
The written notice of the meeting shall at least include the following contents:
(I) time and place 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 statement that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Article 12 convening method of the meeting
The meeting of the board of supervisors shall be held on site.
On the premise of ensuring that supervisors can fully express their opinions, the interim meeting of the board of supervisors can also be held in writing (including sending meeting materials by hand, mail, fax and e-mail) and teleconference (or with the help of similar communication equipment) instead of on-site meeting with the consent of the convener (host) and the proposer. The interim 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 present at the meeting shall be counted by video display, supervisors who express their opinions in the teleconference, effective voting votes such as fax or e-mail actually received within the specified time limit, or the written confirmation letter submitted by the supervisor after the meeting.
Article 13 convening of the meeting
The meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
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 Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 14 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 15 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 and a show of hands.
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 half of the supervisors.
Chapter IV minutes of the meeting of the board of supervisors
Article 16 recording of meetings
The whole process of the meeting of the board of supervisors may be recorded as necessary. If recording is arranged for the meeting of the board of supervisors, relevant personnel attending and attending the meeting as nonvoting delegates shall be informed in advance.
Article 17 meeting minutes
The special person in charge designated by the company shall make records of the on-site meeting. 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 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 special person in charge designated by the company shall sort out the meeting minutes with reference to the above provisions.
Article 18 signature of Supervisor
The supervisors attending the meeting shall sign and confirm the meeting minutes and resolution records. If the supervisor has different opinions on the meeting minutes or resolution records, he may make a written explanation when signing. If necessary, a public statement may also be issued.
If the supervisor neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation or public statement of his different opinions, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records.
Article 19 preservation of meeting archives
The meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, meeting minutes signed and confirmed by the attending supervisors, resolution records, etc., shall be kept by the special person in charge designated by the company. The archives of the meetings of the board of supervisors shall be kept for at least ten years.
Chapter V Implementation of resolutions
Article 20 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.
Chapter VI supplementary provisions
Article 21 supplementary provisions
In these rules, “above”, “within” and “below” include this number.
These Rules shall come into force after being approved by the general meeting of shareholders, and the same shall apply to amendments.
These Rules shall be interpreted by the board of supervisors.
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Board of supervisors
March 29, 2002
