In order to further improve the corporate governance structure of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (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 “corporate justice”), the governance standards of listed companies and the stock listing rules of Shanghai Stock Exchange These rules are formulated in accordance with the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations, normative documents and the relevant provisions of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”).
The board of supervisors of the company shall be responsible to all shareholders, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, managers and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
The company shall take effective measures to protect supervisors’ right to know and provide necessary assistance for supervisors to perform their duties normally. No one shall interfere or obstruct them.
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.
Where there is one of the circumstances stipulated in article 96 of the articles of association that a person shall not serve as a director, he shall not serve as a supervisor of the company.
Directors, general managers and other senior managers shall not concurrently serve as supervisors.
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 authority to accept bribes or other illegal income, and shall not misappropriate the company’s property. The term of office of the supervisor is 3 years. Upon expiration of the term of office, the supervisor may be re elected.
A supervisor may resign before the expiration of his term of office. If a supervisor resigns, he shall submit a written resignation report to the board of supervisors.
If the supervisor is not re elected in time at the expiration of his term of office, or the resignation of the supervisor during his term of office leads to the number of members of the board of supervisors being less than the quorum, or the resignation of the employee representative supervisor leads to the number of employee representative supervisors being less than one-third of the members of the board of supervisors, 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.
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. The supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and report regularly
Sign a written confirmation opinion.
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.
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.
The company has a board of supervisors. The board of supervisors consists of 3 supervisors, including 2 shareholder representative supervisors and 1 employee representative supervisor.
The board of supervisors shall have one chairman. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
If the board of supervisors and more than half of the supervisors elect a chairman to preside over the meeting, or if the board of supervisors and more than half of the supervisors fail to perform their duties, the board of supervisors shall elect a chairman to preside over the meeting.
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.
The board of supervisors shall be responsible to the general meeting of shareholders and exercise the following functions and powers:
(I) it shall review the company’s periodic report prepared by the board of directors and put forward written review opinions, and 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 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) if the number of directors attending board meetings in person within one year is less than two-thirds of the number of board meetings in that year, the board of supervisors of the company shall review their performance of duties, make a resolution on whether they are diligent and responsible and make an announcement. Attend in person, including in person or by communication.
The board of supervisors shall convene a meeting at least once every six months, which shall be convened by the chairman of the board of supervisors. 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 notice of the meeting by hand, mail, fax, e-mail, etc. 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.
The written notice of the meeting of the board of supervisors shall include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
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), voting and resolutions can be made by telephone, video, fax and other communication methods, which shall be signed by the supervisors participating in the meeting.
If the meeting is not held on site, the number of supervisors attending the meeting shall be calculated by video showing the supervisors present, the directors and supervisors who express their opinions in the teleconference, the effective voting votes actually received by fax within the specified time limit, or the written confirmation letter submitted by the supervisor after attending the meeting.
The meeting of the board of supervisors may also be held on site at the same time as other methods.
Supervisors shall attend the meetings of the board of supervisors. Supervisors who are unable to attend for some reason may submit written opinions or vote in advance, or entrust other supervisors to attend the board of supervisors in writing.
The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed or sealed by the principal. 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 meeting of the board of supervisors can be held only when more than half of the supervisors are present, and each supervisor has 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.
The supervisor shall ensure that the company discloses 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 completeness of the contents of the company’s securities issuance documents and periodic reports, or has objections, he shall express his opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the supervisor may directly apply for disclosure.
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.
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 office of the board of directors of the company as the archives of the company, and the retention period shall not be less than 10 years.
The minutes of the meeting of the board of supervisors include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the name of the supervisor present and the name of the supervisor (agent) entrusted to attend the board of supervisors; (III) agenda of the meeting;
(IV) key points of supervisors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
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.
Matters not covered in these Rules shall be implemented in accordance with national laws, administrative regulations, departmental rules, other normative documents and the relevant provisions of the articles of association. In case of any conflict between these rules and the laws and regulations newly promulgated by the state and the provisions newly issued by the CSRC and Shanghai Stock Exchange in the future, the conflicting part shall be subject to the national laws and regulations and the provisions newly issued by the CSRC and Shanghai Stock Exchange, and these Rules shall be revised accordingly in time.
The term “above” in these rules includes this number; “Less than” does not include this number.
According to the development of the company and the provisions of relevant laws and regulations, the board of supervisors has the right to amend these rules in due time and submit them to the general meeting of shareholders for approval.
These Rules shall be interpreted by the board of supervisors of the company.
These Rules shall come into force after being deliberated and adopted by the general meeting of shareholders of the company, and the same shall apply to amendments.
