Hunan Aihua Group Co.Ltd(603989)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the operation of the company, safeguard the legitimate rights and interests of the company, shareholders and employees, improve the internal supervision and restriction mechanism of the company, protect the integrity of the company’s assets and improve the work efficiency of the board of supervisors, These rules are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, as well as the Hunan Aihua Group Co.Ltd(603989) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II composition of the board of supervisors
Article 2 the company has a board of supervisors. The board of supervisors is a supervisory body established by the company according to law to supervise the company’s financial and accounting work and the performance of duties by senior managers such as the board of directors and the general manager.
Supervisors shall exercise the company’s supervision power according to law to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement, and no unit or individual shall illegally interfere.
When exercising the power of supervision, the board of supervisors cannot perform its duties on behalf of the board of directors or the general manager, nor can it carry out any business activities on behalf of the company.
Article 3 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 and keeps 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 4 the board of supervisors shall be responsible for and report to the general meeting of shareholders. All supervisors can attend the meeting of the board of directors as nonvoting delegates. If necessary, supervisors can attend the general manager’s office meeting as nonvoting delegates to fully exercise the supervision function.
Article 5 supervisors shall abide by relevant national laws, regulations and the articles of association, perform the obligations of integrity and diligence, and safeguard the interests of the company; It is not allowed to take advantage of its position and authority in the company to seek personal interests, accept bribes or other illegal income, or occupy the company’s property; Supervisors shall not disclose the company’s secrets except in accordance with the law or with the consent of the general meeting of shareholders; If a supervisor violates laws, administrative regulations or the articles of association when performing his duties and causes damage to the company, he shall be liable for compensation.
Article 6 the board of supervisors is composed of three supervisors. Among them, two supervisors are appointed by shareholder representatives and elected or replaced by the general meeting of shareholders; One supervisor is appointed by the employee representative and democratically elected or replaced by the employee congress of the company. At least one third of the members of the board of supervisors shall have working experience in finance or law.
The board of supervisors shall have a chairman, who shall be elected or replaced by more than half of all supervisors. During the recess of the board of supervisors, the chairman of the board of supervisors shall be authorized to perform the daily supervision functions of the board of supervisors.
Article 7 The term of office of the supervisor is three years. The supervisor may be re elected upon expiration of his term of office. 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 8 qualifications of supervisors:
(I) be familiar with and able to implement relevant national laws, regulations, rules and regulations;
(II) have professional knowledge in finance, accounting, auditing and macro-economy, and be familiar with the operation and management of the company;
(III) abide by disciplines and laws, adhere to principles, perform official duties honestly, be loyal to their duties, act fairly and keep secrets;
(IV) have strong comprehensive analysis, judgment and writing skills, and have the ability to work independently;
(V) be able to safeguard the interests of the company, shareholders and employees, and have a high sense of responsibility for the preservation and appreciation of the company’s assets; (VI) under any of the following circumstances, he shall not serve as a supervisor of the company:
1. No or limited capacity for civil conduct;
2. Being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or destruction of social and economic order, and less than five years have elapsed since the expiration of the execution period; Or being deprived of political rights due to a crime, and less than five years have elapsed since the expiration of the execution period;
3. Where a director, factory director or manager of a company (enterprise) in bankruptcy liquidation is personally responsible for the bankruptcy of the company (enterprise), less than three years have elapsed since the completion of the bankruptcy liquidation of the company (enterprise);
4. Having served as the legal representative of a company (enterprise) whose business license has been revoked and ordered to close down due to violation of law, and having personal responsibility, less than three years have elapsed since the date of revocation of the business license of the company (enterprise);
5. A large amount of personal debt is not paid off when due;
6. Being prohibited from entering the securities market by the CSRC or being identified as an inappropriate candidate by the CSRC, and the time limit has not expired;
7. If the term of office of supervisor of the listed company has not expired, it is not recognized as a suitable place for public trading;
8. Other contents stipulated by laws, administrative regulations or departmental rules.
If the company elects or appoints a supervisor in violation of the provisions of the preceding paragraph, the election or appointment shall be invalid. If the supervisor has any of the above circumstances during his term of office, the company shall remove him from his post.
(VII) the company’s directors, general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers and national civil servants shall not concurrently serve as supervisors of the company;
(VIII) a legal person shall not serve as a supervisor of the company.
Article 9 If a supervisor fails to attend in person or entrust other supervisors to exercise power on his behalf for two consecutive times, it shall be deemed that the supervisor is unable to perform his duties, and the board of supervisors shall recommend the general meeting of shareholders or the general meeting of employees to replace him.
Article 10 if a supervisor commits serious violations of laws, regulations and the articles of association or is seriously incompetent, he may be removed from office by the shareholders’ meeting or the workers’ Congress. A supervisor who is dismissed without justified reasons may claim compensation for losses.
Article 11 a supervisor may resign. Once a supervisor resigns, he will lose his status as a supervisor. However, if the number of members of the board of supervisors is lower than the quorum due to the resignation of supervisors during their term of office, the original supervisors shall still perform their duties in accordance with laws, administrative regulations and the articles of association before the re elected supervisors take office. If a supervisor resigns for personal reasons and causes damage to the company, he shall be liable for compensation.
Chapter III powers and responsibilities of the board of supervisors
Article 12 the board of supervisors shall exercise the following functions and powers according to law:
(I) supervise and investigate the implementation of the resolutions of the general meeting of shareholders and the major decision-making procedures of the board of directors;
(II) review the interim and year-end financial reports of the company according to the principles of authenticity, accuracy and integrity, and put forward the opinions and suggestions of the board of supervisors from the perspective of supervision; Check the company’s financial situation at any time, ask for relevant documents and data, review the accounting documents submitted by the board of directors to the general meeting of shareholders, supervise the behavior of directors and senior managers in the preparation of financial and accounting reports, and hire intermediaries to provide professional opinions when necessary; The company’s periodic reports prepared by the board of directors shall be reviewed and written review opinions shall be put forward. The written review opinions shall explain whether the report preparation and review procedures comply with relevant regulations and whether the contents are true, accurate and complete. If necessary, the directors, general manager and functional departments can be required to report relevant business work;
(III) focus on the analysis and evaluation of the company’s budget implementation, asset operation, the implementation of major investment decisions, the quality of the company’s assets and the maintenance and appreciation of value;
(IV) supervise whether the directors and senior managers of the company have the following acts in violation of laws, regulations or the articles of association when performing their duties:
1. Taking bribes or other illegal income by taking advantage of his authority and embezzling the company’s property;
2. Misappropriate the company’s funds or lend the company’s funds to others;
3. Open an account to deposit the company’s assets in personal name or other names;
4. Providing guarantee for the debts of others with the assets of the company in violation of relevant regulations;
5. Engage in activities detrimental to the interests of the company by operating on its own or for others;
6. Disclose the company’s economic secrets without authorization.
Propose the removal of directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the shareholders’ meeting.
The supervision records of the board of supervisors and the results of financial or special inspections shall become an important basis for the performance evaluation of directors and senior managers.
(V) attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors;
(VI) if necessary, propose that the board of directors 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 articles of Association (supplementary convening right of the general meeting of shareholders), and the expenses incurred shall be borne by the company;
(VII) investigate the company’s property and business conditions, and require directors and senior managers to stop and correct their acts when their acts harm the interests of the company, and report to the general meeting of shareholders or relevant competent authorities of the state when necessary;
(VIII) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders;
(IX) put forward proposals to the general meeting of shareholders;
(x) bring a lawsuit against the directors and senior managers in accordance with Article 151 of the company law. When the supervisor finds that the company or its directors, supervisors, senior managers, shareholders, actual controllers, etc. have fraud, fraud and other situations that may lead to material misstatement, he shall require the relevant parties to immediately correct the report reported by Shanghai Stock Exchange.
The board of supervisors may require the company’s directors, managers and other senior managers, internal and external auditors to attend the meeting of the board of supervisors and answer questions of concern.
Article 13 the chairman of the board of supervisors shall exercise the following functions and powers according to law:
(I) convene and preside over the meetings of the board of supervisors;
(II) check the implementation of the resolutions of the board of supervisors;
(III) organize the formulation of the work plan of the board of supervisors and the implementation of the matters decided by the board of supervisors, and make a work report to the general meeting of shareholders on behalf of the board of supervisors;
(IV) other functions and powers specified in the articles of association.
Article 14 when the board of supervisors exercises the power of supervision, the directors and the general manager shall obey the supervision.
When performing its supervisory power, the board of supervisors can take the following measures for the problems found:
(I) issue a written notice requiring correction;
(II) request the audit and supervision departments of the company to verify;
(III) entrust qualified accounting firms, audit firms, law firms and other professional institutions in the society to verify and obtain evidence, and the expenses incurred shall be borne by the company;
(IV) propose to convene an extraordinary general meeting of shareholders;
(V) report or appeal to the relevant state supervision institutions and judicial organs.
Article 15 supervisors shall perform the following obligations:
(I) abide by the articles of association and implement the resolutions of the board of supervisors;
(II) except in accordance with the law or with the consent of the general meeting of shareholders, supervisors shall not disclose the company’s secrets or convey the contents of the meetings of the board of directors, the board of supervisors and the general manager’s office without authorization;
(III) bear corresponding responsibilities for failing to discover and stop the company’s business behavior in violation of laws and regulations;
(IV) if the supervisor finds that the directors, general manager and other senior managers violate laws, regulations or the articles of association, he shall report to the chairman of the board of supervisors in time, and the chairman of the board of supervisors shall convene the meeting of the chairman of the board of supervisors to deal with it according to law;
(V) supervisors should strengthen the study of laws, regulations, rules and business, pay attention to investigation and research, and improve their business ability;
(VI) supervisors who violate laws, regulations or the articles of association in their work and cause damage to the company shall bear corresponding responsibilities.
Article 16 supervisors shall faithfully perform their supervisory duties in accordance with laws, administrative regulations and the articles of association. If the resolution of the board of supervisors causes damage to the legitimate rights and interests of the company, shareholders and employees, the supervisors participating in the resolution shall bear corresponding responsibilities; However, if the supervisor has expressed objection during voting and recorded it in the meeting minutes, the supervisor may be exempted from liability.
Article 17 the company shall take measures to protect the supervisors’ right to know and provide necessary assistance for the supervisors to perform their duties normally. No one shall interfere or obstruct them.
Article 18 the supervision records of the board of supervisors and the results of financial or special inspections shall become an important basis for the performance evaluation of directors, general managers and other senior managers.
Chapter IV convening and notification of the meeting of the board of supervisors
Article 19 the discussion methods of the board of supervisors are mainly in the form of regular meetings and interim meetings. The chairman of the board of supervisors shall convene and preside over the meeting 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 of the board of supervisors.
The meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the chairman of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. During communication voting, supervisors shall fax their 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 20 the board of supervisors shall convene a regular meeting at least once every six months, which shall be convened by the chairman of the board of supervisors.
Article 21 the regular meeting of the board of supervisors is mainly to review the company’s semi annual and annual operation and asset operation, discuss and determine the annual work plan, summary and other relevant special work of the board of supervisors. The topics of the meeting generally include: (I) review the semi annual and annual financial reports signed by the company’s legal representative, focusing on the authenticity and integrity of financial and accounting information;
(II) focus on the analysis and evaluation of the company’s budget implementation, asset operation, implementation of major investment decisions, asset quality and value preservation and appreciation;
(III) understand and evaluate the business behavior and performance of the members of the board of directors and the general manager of the company, and put forward suggestions on reward and punishment or appointment and removal;
(IV) discuss the annual plan, work summary and report to the general meeting of shareholders of the board of supervisors.
Article 22 under any of the following circumstances, the chairman of the board of supervisors shall convene an interim meeting of the board of supervisors within 10 days after receiving the proposal:
(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;
