Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of the company, promote the standardized operation of the company, safeguard the legitimate rights and interests of the company and shareholders, and ensure that the board of supervisors can effectively perform its supervisory duties according to law, Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as "the company") in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") These rules are formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions.
Article 2 the board of supervisors is the company's permanent supervisory body, which is responsible for the general meeting of shareholders and reports on its work. Article 3 supervisors and the board of supervisors shall exercise their functions and powers in accordance with laws, administrative regulations, departmental rules and the articles of association. The board of directors, senior managers, departments and branches of the company shall cooperate and provide necessary guarantee. No organization or individual of the company shall interfere or interfere with the normal exercise of functions and powers of supervisors and the board of supervisors.
Chapter II supervisors
Article 4 the supervisors of the company are natural persons. Supervisors are not required to hold shares of the company.
Article 5 under the circumstances specified in Article 146 of the company law and those who are banned from entering the market by the CSRC, and the ban has not been lifted, they shall not serve as supervisors of the company. Directors and senior managers shall not concurrently serve as supervisors of the company.
Directors and senior managers of the company and their spouses and immediate family members shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 6 supervisors are divided into shareholder representative supervisors and employee representative supervisors, and the number of employee representative supervisors shall not be less than 1 / 3 of the number of supervisors.
Article 7 the shareholder representative supervisor shall be elected or replaced by the general meeting of shareholders, and the employee representative supervisor shall be elected by the employee representative organized by the labor union of the company. The term of office of the supervisor is 3 years. Upon expiration of the term of office, the supervisor can be re elected. Before the expiration of the supervisor's term of office, the general meeting of shareholders shall not remove him without reason.
Article 8 supervisors shall abide by laws, administrative regulations, departmental rules and the articles of association, faithfully perform their duties and safeguard the interests of the company. When their own interests conflict with the interests of the company and shareholders, they should take the best interests of the company and shareholders as the code of conduct. If a supervisor violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes damage to the company, he shall be liable for compensation.
Article 9 supervisors shall have professional knowledge or work experience in law, accounting and other aspects suitable for their positions. The personnel and structure of the board of supervisors shall ensure that the board of supervisors can independently and effectively exercise the supervision and inspection of directors, senior managers and the company's finance.
Article 10 supervisors shall not take advantage of their position to seek improper interests for themselves or others, and shall not infringe on the interests of the company in any form.
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.
Article 11 supervisors have the right to inspect the business and financial status of the company, review books and documents, and require the board of directors or the general manager to provide relevant reports.
Article 12 supervisors shall attend the board of supervisors in person. If a supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf. The power of attorney shall specify the agent's name, agency matters, authority and term of validity, and shall be signed and 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.
Article 13 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times, he shall be deemed to be unable to perform his duties, and the general meeting of shareholders or the general meeting of employees shall replace him.
Article 14 a supervisor may resign before the expiration of his term of office. When a supervisor resigns, he shall submit a written resignation report to the board of supervisors.
Article 15 if the number of the board of supervisors of the company is lower than the minimum quorum due to the resignation of the supervisor, the resignation report of the supervisor shall not take effect until the next supervisor fills the vacancy caused by his resignation. Before the newly elected supervisor takes office, the original supervisor shall still perform the duties of supervisor in accordance with the provisions of laws, administrative regulations and the articles of association. In addition to the above circumstances, the resignation of the supervisor shall take effect when the resignation report is delivered to the board of supervisors.
Article 16 If a supervisor resigns or his term of office expires, his obligation to keep confidential the company's business secrets shall remain valid after the end of his term of office until the secrets become public information. The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
The supervisor shall ensure that the information disclosed by the company is true, accurate and complete.
Chapter III board of supervisors
Article 17 the board of supervisors of the company is composed of three supervisors and one chairman of the board of supervisors is elected by more than half of all supervisors.
Article 18 the board of supervisors shall exercise the following functions and powers:
(I) review the company's periodic reports prepared by the board of directors, put forward written review opinions and sign written confirmation 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, departmental rules, 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.
Chapter IV chairman of the board of supervisors
Article 19 the chairman of the board of supervisors shall be concurrently held by the company's supervisors, who shall be elected and removed by more than half of all supervisors.
Article 20 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meeting of the board of supervisors;
(II) supervise and inspect the implementation and implementation of the resolutions of the board of supervisors;
(III) report to the general meeting of shareholders on behalf of the board of supervisors and submit proposals;
(IV) organize the formulation of the work plan of the board of supervisors and be responsible for the daily work of the board of supervisors;
(V) sign the report and other documents of the board of supervisors;
(VI) be responsible for liaison and coordination with internal and external companies on behalf of the board of supervisors;
(VII) other functions and powers granted by the general meeting of shareholders and the board of supervisors.
Article 21 if the chairman of the board of supervisors is unable to perform his functions and powers, a supervisor jointly elected by more than half of the supervisors shall perform his functions and powers on his behalf.
Chapter V meetings of the board of supervisors
Article 22 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
The board of supervisors shall hold at least one meeting 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 23 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.
Chapter VI notice and convening of the meeting
Article 24 when the company convenes the board of supervisors, the time, place, content and voting matters of the meeting shall be notified to all supervisors by special personnel, mail, fax or other means of communication.
Article 25 the written notice of the meeting shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
In case of emergency, oral meeting notice can be adopted. The oral notice shall at least include the contents of items (I) and (II) above and the description of the need to convene an interim meeting of the board of supervisors as soon as possible.
Article 26 the meeting of the board of supervisors shall be held on site. If necessary, it can also be held by video, telephone, fax voting or other communication methods, or a combination of on-site and other methods. Article 27 the meeting of the board of supervisors shall be held only when more than two-thirds of the supervisors are present. The Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates.
Chapter VII resolutions of the board of supervisors
Article 28 the resolutions of the board of supervisors shall be voted by open ballot in writing.
Article 29 the board of supervisors shall implement one vote for one matter, and each supervisor shall have one vote. Voting is divided into affirmative, negative and abstention. Generally, you cannot abstain. If you abstain, you should fully explain the reasons.
Article 30 the resolution of the board of supervisors must be adopted by more than half of all supervisors.
Article 31 on the premise that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held by means of communication and make resolutions, which shall be signed by the participating supervisors.
Article 32 when considering the proposals submitted to the general meeting of shareholders, the board of supervisors shall first organize relevant personnel to sort out the proposals, form written materials and send them to each supervisor 10 days in advance, so as to ensure that the supervisors have enough time to review the proposals.
Article 33 When deliberating on financial work, the board of supervisors shall first listen to the report of the person in charge of Finance and inquire about relevant issues to the person in charge of finance or other financial personnel.
Article 34 The board of supervisors shall give full consideration to the amount, price (or valuation method), book value of assets, impact on the company, examination and approval, etc. when considering proposals involving investment, property disposal, acquisition and merger. If it is necessary to conduct asset evaluation, audit or issue an independent financial adviser report in accordance with relevant regulations, the board of supervisors shall require the board of directors to hire an intermediary to complete the relevant work, and submit the asset evaluation, audit results or independent financial adviser report to each shareholder in accordance with the relevant provisions of information disclosure before the shareholders' meeting.
Article 35 When deliberating on matters involving capital increase, capital reduction and merger, the board of supervisors shall fully consider the impact of the matters discussed on the company and shareholders, and ask relevant personnel about methods, prices, quantities and procedures.
Article 36 when reviewing the annual financial report and profit distribution plan, the board of supervisors shall focus on the authenticity and compliance of the annual financial report and whether the profit distribution plan fully considers the relationship between the development of the company and the actual interests of shareholders.
Article 37 when the board of supervisors examines whether the acts of the directors, general manager and other senior executives of the company harm the interests of the company and shareholders, violate laws, administrative regulations, departmental rules and the articles of association, it shall first listen to the statements and arguments of relevant personnel, and then put forward suggestions and rectification opinions.
Article 38 When deliberating on proposals or related work reports, the board of supervisors shall notify the proposer or other relevant professionals to attend the meeting and reply or explain the questions and suggestions of the participating supervisors.
Article 39 when considering related party transactions, the board of supervisors shall pay full attention to the fairness and compliance of related party transactions, and make a resolution on whether the related party transactions harm the interests of the company and other non related shareholders.
Article 40 If a proposal put on the agenda of the meeting of the board of supervisors is withdrawn by the proposer before being put to vote, the deliberation on the proposal may be terminated.
Article 41 If there are major issues on the agenda of the meeting of the board of supervisors that need to be further studied during the deliberation, upon the proposal of the chairman of the board of supervisors, a special working group may be formed for further investigation, and an investigation report shall be submitted to the next meeting of the board of supervisors for deliberation.
Article 42 when the board of supervisors deems it necessary, it may organize an investigation committee on specific issues and make corresponding resolutions according to the report of the investigation committee.
Article 43 when the matters considered by the board of supervisors involve any supervisor or have direct interests with him, the supervisor shall disclose his interests to the board of supervisors, and shall withdraw and waive his voting rights. Supervisors who give up their voting rights shall be included in the quorum of the meeting of the board of supervisors, but shall not be included in the number of supervisors required for the adoption of resolutions by the board of supervisors. The voting reasons of the board of supervisors shall not be indicated in the voting minutes of the board of supervisors.
Chapter VIII minutes of the meeting of the board of supervisors
Article 44 the meeting of the board of supervisors shall be recorded, and the supervisors attending the meeting shall sign on the meeting minutes. Supervisors present at the meeting have the right to request that their speeches at the meeting be recorded in the minutes. The minutes of the meeting of the board of supervisors shall be kept as the company's archives for 10 years.
Article 45 the minutes of the meeting of the board of supervisors shall 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 methods and results of each resolution (the voting results shall be listed in
