Shenzhen Cotran New Material Co.Ltd(300731) rules of procedure of the board of supervisors
April 2022
catalogue
Chapter I General Provisions Chapter II composition and powers of the board of supervisors Chapter III Supervision and inspection Chapter IV proposal convening and presiding over the meeting of the board of supervisors Chapter V notice and convening of the meeting of the board of supervisors Chapter VI voting at the meeting of the board of supervisors 9 Chapter VII Supplementary Provisions eleven
Shenzhen Cotran New Material Co.Ltd(300731)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to standardize the organization and operation of the board of supervisors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as the “company”) and ensure that the board of supervisors independently exercises its supervision power according to law, 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 securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, as well as the provisions of Shenzhen Cotran New Material Co.Ltd(300731) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the board of supervisors shall exercise the power of supervision of the company according to law and protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement.
Article 3 supervisors shall abide by laws, regulations and the articles of association and faithfully perform the duties of the board of supervisors and supervisors.
The supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
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.
If a supervisor violates the provisions of laws, administrative regulations, departmental rules or the articles of association when performing his duties and causes losses to the company, he shall be liable for compensation.
Article 4 supervisors may attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors. The activities of supervisors exercising their supervisory power according to law shall be protected by law, and no unit or individual shall interfere.
When supervisors perform their duties, all departments and staff of the company shall actively cooperate with the board of supervisors in their work, accept inquiries and investigations, and shall not refuse, prevaricate or obstruct.
Chapter II composition and powers of the board of supervisors
Article 5 the board of supervisors is the supervisory body established by the company according to law, which is responsible for the general meeting of shareholders and reports its work to the general meeting of shareholders. Inspect the company’s finance, supervise the legality and compliance of the performance of directors and senior managers, exercise other functions and powers specified in the articles of association, and safeguard the legitimate rights and interests of the company and shareholders.
Article 6 the board of supervisors of the company is composed of three supervisors, with one chairman of the board of supervisors. The chairman of the board of supervisors shall be elected by more than half of all supervisors. Members of the board of supervisors shall have the knowledge, skills and quality necessary for performing their duties, and have a reasonable professional structure.
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 is one third of all supervisors. 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.
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.
If a supervisor is nominated as a supervisor candidate of the company again within three years after leaving office, the company shall timely disclose the reasons for appointment and the trading of shares of the company by relevant personnel after leaving office.
Article 8 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 corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, less than five years after the expiration of the execution period, or being deprived of political rights due to a crime, less than five years after the expiration of the execution period;
(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 or 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 or enterprise;
(V) a large amount of personal debt is not paid off when due;
(VI) being prohibited from entering the securities market by the CSRC, and the time limit has not expired;
(VII) being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired;
(VIII) administrative penalty imposed by the CSRC in the last three years;
(IX) being publicly condemned or criticized by the stock exchange for more than three times in the last three years;
(x) being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
（11） Other circumstances stipulated by laws, administrative regulations, departmental rules or Shenzhen Stock Exchange. The deadline for the above-mentioned period shall be the date when the shareholders’ meeting deliberates the proposal on the appointment of supervisor candidates.
Article 9 The term of office of the supervisor is three years. Upon expiration of the term of office, the supervisor may be re elected. If a supervisor is not re elected in time at the expiration of his term of office, the number of members of the board of supervisors is less than the quorum due to the resignation of the supervisor on behalf of the employees, or the number of employee representative supervisors is less than one-third of the members of the board of supervisors due to the resignation of the supervisor on behalf of the employees, the original supervisor shall still perform the duties of supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office. In case of the above circumstances, the company shall complete the by election within 2 months.
Article 10 the board of supervisors shall exercise the following functions and powers:
(I) check the company’s finance;
(II) 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; (III) supervise the performance of duties by independent directors;
(IV) require the directors and senior managers to correct when their acts harm the interests of the company;
(V) supervise the implementation of the special committees of the board of directors;
(VI) 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;
(VII) put forward proposals to the general meeting of shareholders;
(VIII) bring a lawsuit against directors and senior managers in accordance with Article 151 of the company law;
(IX) if the board of supervisors finds that the operation of the company is abnormal, it can investigate; 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;
(x) investigate and deal with the information disclosure violations of the company’s senior directors, and pay attention to the information disclosure and management personnel; （11） Express written audit opinions on whether the preparation and audit procedures of the periodic reports of the board of directors comply with relevant regulations, and whether the contents reflect the actual situation of the company truly, accurately and completely, and express opinions on the internal control self-evaluation report of the board of directors;
（12） Check the capital transactions between the company and related parties once a quarter to find out whether the company is occupied or transferred by the controlling shareholders and their related parties;
（13） If the accounting firm issues a non unqualified conclusion assurance report on the effectiveness of the company’s internal control, the board of supervisors shall make a special explanation on the matters involved in the assurance conclusion;
（14） If the company uses the raised funds to replace the self raised funds that have been invested in the investment projects with the raised funds in advance, uses the idle raised funds to supplement the working capital temporarily, or plans to change the investment direction of the raised funds, it can be implemented only after the explicit consent of the board of supervisors of the company;
（15） Before leaving office, the Secretary of the board of directors shall accept the departure review of the board of supervisors, and hand over relevant archives and documents and matters under or to be handled under the supervision of the board of supervisors;
（16） When signing a written confirmation opinion on whether the periodic report is true, accurate and complete according to law, it shall not entrust others to sign or refuse to sign for any reason;
If the supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report, or has objections to the contents of the periodic report, he shall express his opinions in the written confirmation opinions and explain the specific reasons;
（17） Other functions and powers specified in the resolution of the general meeting of shareholders or the articles of association.
Article 11 the company shall prepare a special budget for the board of supervisors to provide financial guarantee for the board of supervisors to exercise its functions and powers and carry out its work.
Article 12 the company can regularly send financial statements, operation and management information and other materials to the supervisors by e-mail or written form every quarter as required, so as to ensure that the supervisors have a timely and comprehensive grasp of the company’s financial and operation information and effectively perform their duties.
Article 13 the chairman of the board of supervisors shall exercise the following functions and powers:
(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) report to the general meeting of shareholders on behalf of the board of supervisors.
Chapter III Supervision and inspection
Article 14 the board of supervisors shall supervise and inspect the following matters:
(I) corporate finance;
(II) implementation of resolutions of the general meeting of shareholders;
(III) the legality and compliance of major decision-making procedures of the board of directors and the company’s operation and management activities;
(IV) the performance of the directors and senior managers of the company and whether they have violated laws, administrative regulations, departmental rules, normative documents or the articles of association when performing their duties;
(V) other supervisory powers stipulated in the articles of association or authorized by the general meeting of shareholders.
Article 15 the board of supervisors shall promptly stop the board of directors and senior managers from violating laws, administrative regulations, departmental rules, normative documents and the articles of association. If the prevention is ineffective, it shall be reported to the general meeting of shareholders in time.
Article 16 if the supervisor finds that the directors, senior managers and the company have committed acts in violation of laws, administrative regulations, departmental rules, normative documents, the GEM Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant provisions of Shenzhen Stock Exchange, which have caused or may cause significant losses to the company, he shall report to the board of directors The board of supervisors shall report to the board of directors for correction, and report to the CSRC, Shenzhen Stock Exchange or other relevant departments. Article 17 main forms of supervision and inspection: the board of supervisors shall conduct supervision and inspection on relevant matters in accordance with legal procedures, including attending the board of directors as nonvoting delegates, selectively attending the general manager’s office meeting as nonvoting delegates, special inspection, special research, on-site investigation, individual communication, consulting the company’s financial and audit and other periodic statements, and requiring the company’s audit department to verify and explain when necessary, Entrust qualified accounting firms, audit firms, law firms and other professional institutions to carry out verification, evidence collection and other forms of work.
Article 18 the board of supervisors may take the following measures for the problems found in the performance of its supervisory power:
(I) give oral or written notice to require correction;
(II) report the inspection results to the directors and senior managers, put forward rectification suggestions, and report to the general meeting of shareholders when necessary;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders for major issues that need to be considered by the general meeting of shareholders, clarify the requirements such as the agenda of the meeting in writing, and submit it to the board of directors to convene; If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform the duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself. The convening procedure shall be the same as that of the general meeting of shareholders convened by the board of directors. If the board of supervisors convenes and holds an extraordinary general meeting of shareholders on its own because the board of directors does not hold a meeting in response to the above requirements, the company shall provide necessary assistance to the board of supervisors;
(IV) report or appeal to the relevant state supervision institutions and judicial organs.
Article 19 the board of supervisors shall supervise and inspect the holding enterprises under the company with reference to the above procedures.
Chapter IV convening, presiding over and proposal of the meeting of the board of supervisors
Article 20 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 21 the chairman of the board of supervisors shall be responsible for convening and presiding over the meetings of the board of supervisors, information transmission, daily contact and other work; 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.
Article 22 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 have passed various provisions and requirements in violation of laws, regulations, rules, regulatory authorities, the articles of association, the 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 before issuing the notice of convening the regular meeting of the board of supervisors, the board of supervisors may solicit meeting proposals from all supervisors and solicit opinions from the employees of the company.
Article 24 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall directly submit a written proposal signed by the proposing supervisor 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;
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