Fujian Rongji Software Co.Ltd(002474) : rules of procedure of the board of supervisors

Fujian Rongji Software Co.Ltd(002474)

Rules of procedure of the board of supervisors

Article 1 Purpose

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, 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, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, These rules are formulated in accordance with the relevant provisions of the Fujian Rongji Software Co.Ltd(002474) articles of Association (hereinafter referred to as the “articles of association”).

Article 2 board of supervisors

The board of supervisors of the company is composed of three supervisors, including two shareholder representatives and one employee representative. The employee representatives are democratically elected and replaced by the employees of the company, and the shareholder representatives are elected and replaced by the general meeting of shareholders. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors.

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 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.

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 at least once 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 3 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, 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 notice of the meeting to all supervisors 10 and 3 days in advance by hand, mail, fax, e-mail or other methods specified in the articles of association. If it is not sent by a specially assigned person, 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, which is exempted from the notice time limit specified in the preceding paragraph, 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. If necessary, on the premise of ensuring the supervisors to fully express their opinions, the meeting can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer. The 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 attending the meeting shall be calculated by video showing the supervisors present, the supervisors who express their opinions in the teleconference, the actual receipt of valid voting votes such as fax or e-mail within the specified time limit, or the written confirmation letter submitted by the board of supervisors after attending the meeting.

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.

In principle, supervisors shall attend the meeting of the board of supervisors in person. If the supervisor is unable to attend the meeting in advance due to other reasons, it shall form a written opinion on behalf of the supervisor.

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

The voting at the meeting of the board of supervisors shall be conducted by one person and one vote, either on a show of hands or in writing.

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 staff of the office of the board of supervisors shall make records of the on-site meetings. The minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors attending the meeting and the meeting recorder shall sign the minutes. 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 and confirm the meeting minutes and resolution records, and the recorder shall sign on the meeting minutes at the same time. If the supervisor has different opinions on the meeting minutes or resolution records, 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 and resolution records. 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 listing rules. 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 archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes, resolution records and resolution announcements signed and confirmed by the attending supervisors, shall be kept by a special person designated by the chairman of the board of supervisors.

The minutes of the meeting of the board of supervisors shall be kept as the company’s archives for 10 years.

Article 19 supplementary provisions

In these rules, “above” includes this number.

These Rules shall come into force and be implemented after being reviewed by the board of supervisors and approved by the general meeting of shareholders, and the same shall apply to amendments. These Rules shall be interpreted by the board of supervisors.

Fujian Rongji Software Co.Ltd(002474) board of supervisors March 2022