Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738)
Rules of procedure of the board of supervisors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to ensure that the board of supervisors of Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) (hereinafter referred to as “the company”) fully performs its supervisory functions, clarify the duties and authorities of the board of supervisors, promote the standardized operation of the company and safeguard the legitimate rights and interests of all shareholders 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 (hereinafter referred to as “the securities law”) and the governance standards of listed companies These rules are hereby formulated in accordance with the relevant provisions of laws, regulations, normative documents such as the Listing Rules of Shanghai Stock Exchange and the Lanzhou Lishang Guochao Industrial Group Co.Ltd(600738) articles of Association (hereinafter referred to as the articles of association).
Article 2 These rules are applicable to the board of supervisors of the company.
Chapter II nature, functions and powers of the board of supervisors
Article 3 the company shall establish a board of supervisors according to law. The board of supervisors is the permanent supervision organization of the company, and its function is to exercise supervision over the board of directors, its members, the general manager and other senior managers. Article 4 the board of supervisors shall be responsible for and report to the general meeting of shareholders. The board of supervisors shall exercise the following functions and powers:
(I) the company’s periodic reports prepared by the board of directors shall be reviewed and submitted in writing
(II) check the financial affairs of the company;
(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) 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;
(V) put forward proposals to the general meeting of shareholders;
(VI) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(VII) 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;
(VIII) other functions and powers granted by the articles of association or the general meeting of shareholders.
Article 5 when exercising its functions and powers, the board of supervisors may employ law firms, accounting firms and other professional institutions to provide assistance when necessary, and the expenses incurred shall be borne by the company.
Chapter III formation of the board of supervisors and qualification of supervisors
Article 6 the board of supervisors of the company is composed of five supervisors. The term of office of the supervisor is three years and can be re elected. The board of supervisors shall have one chairman. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 7 the board of supervisors shall include shareholders’ representatives and an appropriate proportion of employees’ representatives of the company, of which the proportion of employees’ representatives shall not be less than one-third. The staff representatives in the board of supervisors shall be democratically elected by the staff and workers of the company through the staff and workers’ Congress, the staff and workers’ Congress or other forms.
Article 8 the chairman of the board of supervisors is responsible for convening the board of supervisors. The meeting of the board of supervisors can be held only when more than half of the supervisors are present.
Article 9 supervisors shall abide by laws, administrative regulations and the articles of association and perform the obligations of integrity and diligence.
Article 10 if a supervisor fails to attend the meeting of the board of supervisors in person or entrust others to attend the meeting of the board of supervisors 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 11 a supervisor may resign before the expiration of his term of office. If a supervisor resigns, he shall submit a written resignation report to the board of supervisors.
Article 12 under any of the following circumstances, he shall not serve as a supervisor of the company:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for the crimes of corruption, bribery, embezzlement of property, misappropriation of property or undermining social and economic order, and the expiration of the execution period is less than five years, or being deprived of political rights for the crime, and the expiration of the execution period is less than five years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked 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 or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being banned from entering the market by the CSRC before the expiration of the time limit;
(VII) directors, general managers and other senior managers of the company shall not concurrently serve as supervisors;
(VIII) other circumstances stipulated by laws, administrative regulations or departmental rules. If the company elects or replaces supervisors in violation of the provisions of the preceding paragraph, such election or replacement shall be invalid.
Chapter IV working procedures of the board of supervisors
Article 13 supervision procedures of the board of supervisors:
(I) the board of supervisors shall strictly supervise the board of directors to implement the resolutions of the general meeting of shareholders, and urge directors, general manager and other senior managers to abide by laws, administrative regulations and the articles of Association; (II) check the financial status of the company and ensure the integrity of the company’s property. Check the company’s financial books and other accounting materials; Relevant departments of the company shall actively cooperate with the inspection of the board of supervisors and shall not conceal, falsely report or falsely report;
(III) if the resolution of the board of supervisors conflicts with the opinions of the board of directors and no consensus can be reached through consultation, the board of supervisors may request to convene an extraordinary general meeting of shareholders and submit relevant resolutions and opinions to the extraordinary general meeting of shareholders for deliberation.
The board of supervisors shall supervise the company’s operation according to law, and make a written explanation on the company’s operation according to law, which shall be disclosed in the company’s interim and annual reports.
Article 14 procedures of the board of supervisors:
(I) the discussion methods of the board of supervisors are: meeting methods;
(II) the board of supervisors shall hold a regular meeting at least once every six months, and the notice of the meeting shall be sent to all supervisors in writing ten days in advance; Irregular meetings may be held, and the meeting notice shall be sent to all supervisors in writing two days in advance; 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.
(III) the notice of the meeting of the board of supervisors shall include the following contents: the date, place, duration, cause and topic of the meeting, and the date of issuing the notice;
(IV) the voting procedure of the board of supervisors is: written voting, and the resolution of the board of supervisors shall be adopted by more than half of all supervisors and signed by the supervisors attending the meeting;
(V) the board of supervisors may require relevant directors, managers and financial principals to attend the meetings of the board of supervisors as nonvoting delegates and ask questions on relevant issues;
(VI) the meeting of the board of supervisors shall be recorded, and the supervisors and recorder attending the meeting shall sign on the meeting minutes. The supervisor has the right to require some explanatory record of his speech at the meeting on the record. The minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives, and the board of supervisors may also make a set for self preservation. The storage period shall not be less than ten years.
Chapter V supplementary provisions
Article 15 matters not covered in these Rules shall be implemented in accordance with relevant national laws, administrative regulations and the articles of association.
Article 16 the terms “above” and “within” in these rules include this number; “More than”, “less than”, “more than”, excluding this number.
Article 17 these Rules shall be formulated, revised and interpreted by the board of supervisors and shall come into force from the date of deliberation and adoption by the general meeting of shareholders.
