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 Sailun Group Co.Ltd(601058) (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, These rules are formulated in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association.
Article 2 daily affairs management organization
The capital operation center of the company is the daily affairs management organization of the board of supervisors, which is responsible for handling the daily affairs of the board of supervisors. The chairman of the board of supervisors is responsible for keeping the seal of the board of supervisors. The chairman of the board of supervisors may request the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Article 3 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) when the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shanghai 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 capital operation center shall solicit proposals from all supervisors and solicit opinions from the employees of the company for at least two days. When soliciting proposals and opinions, the capital operation center shall explain that the board of supervisors focuses on the supervision of the company’s standardized operation and the job behavior of directors and senior managers, rather than the decision-making of the company’s operation and management.
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 proposed supervisor through the capital operation center or directly to the chairman of the board of supervisors (except that the chairman of the board of supervisors proposes to convene a meeting on matters within the daily functions and powers 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 capital operation center or the chairman of the board of supervisors receives the written proposal of the supervisor, the capital operation center shall issue a notice of convening the interim meeting of the board of supervisors.
If the capital operation center fails to issue the meeting notice, the proposed 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 and the vice chairman of the board of supervisors fail to preside over the meeting or cannot perform their duties; 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 capital operation center shall send a written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 3 days in advance respectively. 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) 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.
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 9 convening method of the meeting
The meeting of the board of supervisors shall be held on site in principle. 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.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. During communication voting, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the capital operation center after signing for confirmation.
If the meeting is held off-site, the number of supervisors attending the meeting shall be calculated based on the votes submitted by relevant supervisors. 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 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 in the form of one person, one vote, open name and written.
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 meeting of the board of supervisors can be recorded as needed.
Article 14 meeting minutes
The staff of the capital operation center 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 capital operation center 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. 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 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 Shanghai 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 archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the chairman of the board of supervisors.
The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Article 19 supplementary provisions
These rules, as an annex to the articles of association, shall come into force on the date of deliberation and adoption by the general meeting of shareholders. From the effective date of these rules, the original rules of procedure of the board of supervisors shall automatically become invalid.
Matters not covered in these Rules shall be implemented in accordance with relevant national laws and regulations, relevant provisions of regulatory authorities and Shanghai Stock Exchange and the articles of association.
In these rules, “above” includes this number.
The board of supervisors shall be responsible for the interpretation and revision of these rules.
Sailun Group Co.Ltd(601058) board of supervisors March 31, 2022
