Angel Yeast Co.Ltd(600298) rules of procedure of the board of supervisors
(revised in March 2022)
Chapter I General Provisions
Article 1 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, these rules are formulated in accordance with the company law, the securities law, the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the Angel Yeast Co.Ltd(600298) articles of Association (hereinafter referred to as the articles of association).
Chapter II supervisors
Article 2 the board of supervisors is composed of three supervisors, and the board of supervisors has one chairman.
The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor can be re elected.
Article 3 the supervisor shall be the shareholder representative and the employee representative of the company. The number of supervisors held by employee representatives shall not be less than one-third of the number of supervisors. The supervisor appointed by the employee representative shall be democratically elected by the employees of the company through the employee congress, employee congress or other forms.
The board of supervisors shall ensure that it can perform its duties independently and effectively. Supervisors shall have corresponding professional knowledge or work experience and have the ability to perform their duties effectively.
Article 4 the chairman of the board of supervisors is the convener of the board of supervisors and is elected by more than half of the supervisors.
Article 5 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company.
Article 6 supervisors have the right to know the operation of the company. 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.
The relevant expenses required for the supervisors to perform their duties shall be borne by the company.
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.
Article 8 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.
Article 9 If a supervisor fails to attend the meeting of the board of supervisors in person for two consecutive times or fails to entrust other supervisors to vote on his behalf in writing, he shall be deemed to be unable to perform his duties and shall be replaced at the shareholders’ meeting or the workers’ Congress.
Chapter III board of supervisors
Article 10 the board of supervisors shall 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 the directors and senior managers in accordance with the relevant 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.
Chapter IV convening and convening of the meeting of the board of supervisors
Article 11 the meeting of the board of supervisors shall be held at least once every six months.
Article 12 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 13 the notice of the meeting of the board of supervisors shall be sent to all supervisors in writing 10 days before the meeting. If the situation is urgent and it is necessary to hold an interim meeting of the board of supervisors, on the premise of ensuring the supervisors’ full right to know, all supervisors shall be notified by fax, e-mail and other means of communication 2 days in advance.
Article 14 the notice of the meeting of the board of supervisors shall include the following contents: the date, place and duration of the meeting; Causes and topics; Date of notification.
Article 15 the supervisor may propose to convene an interim meeting.
If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall directly submit a written proposal signed by the proposing supervisor 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.
Within 3 days after the chairman of the board of supervisors receives the written proposal of the supervisor, the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
Article 16 the meeting of the board of supervisors shall be valid only when more than half of the supervisors are present, and each supervisor has one vote.
Article 17 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. 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.
Article 18 the board of supervisors may require the company’s directors, senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern.
Chapter V voting and minutes of the meeting of the board of supervisors
Article 19 the voting method of the resolution of the board of supervisors is a show of hands.
The resolution formed by the board of supervisors must be adopted by more than half of all supervisors.
Article 20 the meeting of the board of supervisors shall be recorded, which 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.
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 21 the minutes of the meeting of the board of supervisors shall be kept by a special person designated by the chairman of the board of supervisors as the company’s archives for a period of ten years.
Article 22 the company shall, within two working days after the conclusion of the meeting of the board of supervisors, submit the resolution of the meeting of the board of supervisors to the stock exchange for filing, and publish the announcement of the resolution in the designated newspaper after being reviewed by the stock exchange.
Chapter VI supplementary provisions
Article 23 Where there are no provisions in these rules of procedure, the articles of association shall apply and shall be implemented with reference to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the governance standards of listed companies.
In case of any inconsistency between these rules of procedure and the articles of association, the provisions of the articles of association shall prevail.
Article 24 in these rules, “above” includes this number.
Article 25 these rules of procedure shall come into force after being prepared by the board of supervisors and submitted to the general meeting of shareholders for approval, and the same shall apply to amendments. Article 26 the board of supervisors shall be responsible for the interpretation of these rules.
