Estun Automation Co.Ltd(002747)
Rules of procedure of the board of supervisors
(March 2022)
Article 1 Purpose
In order to further standardize the discussion methods and voting procedures of the board of supervisors of Estun Automation Co.Ltd(002747) (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 governance standards of listed companies and the stock listing rules of Shenzhen Stock Exchange These rules are formulated in accordance with the provisions of laws, regulations, normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association").
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. Securities affairs representatives or other personnel shall assist them 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:
(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 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;
(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) the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shenzhen Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) 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:
(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 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, the vice chairman of the board of supervisors shall convene and preside over the meeting; If there is no vice chairman or the vice chairman is unable to perform his duties 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:
(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) necessary voting materials for the meeting of supervisors;
(V) the requirement that supervisors should attend the meeting in person;
(VI) contact person and contact information.
The contents of item (I) and (II) of the emergency meeting of the board of supervisors shall include at least the contents of the emergency meeting as soon as possible.
Article 9 convening method of the meeting
The meeting of the board of supervisors shall be held on site.
Under special circumstances, the meeting of the board of supervisors may vote by means of communication, but the convener of the board of supervisors (the meeting host) shall explain the specific situation to the attending supervisors. 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 half of the supervisors are present. If the relevant supervisors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authorities in a timely manner.
The board of supervisors may require directors, senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern.
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
Voting at the meeting of the board of supervisors shall be conducted by means of one person, one vote, show of hands and communication.
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 formed by the board of supervisors shall be approved by more than half of all supervisors.
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:
(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 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. A statement shall be issued to the regulatory authority in a timely manner, or if necessary.
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 stock listing rules of Shenzhen Stock Exchange.
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 files of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes, meeting minutes, resolution records, resolution announcement, etc. signed and confirmed by the attending supervisors, shall be kept by the Secretary of the board of directors.
The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Article 19 supplementary provisions
Matters not covered in these Rules shall be implemented in accordance with the relevant provisions of the articles of association.
These rules are formulated by the board of supervisors and come into force after being submitted to the general meeting of shareholders for approval. The same applies to amendments.
These Rules shall be interpreted by the board of supervisors.
