Shanghai Sk Automation Technology Co.Ltd(688155)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to clarify the responsibilities, authorities and procedures of the board of supervisors of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as the “company”), ensure the efficient operation of the board of supervisors, promote the supervisors and the board of supervisors to effectively perform their supervisory duties, and improve the corporate governance structure of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) These rules are formulated in accordance with the standards for the governance of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “rules for the listing of shares”) and other laws, regulations and normative documents, as well as the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II board of supervisors and functions and powers
Article 2 the company shall establish a board of supervisors according to law, exercise the right of supervision, protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement, and be responsible for and report to the general meeting of shareholders.
Article 3 the board of supervisors shall not interfere with or participate in the daily operation and management of the company.
Article 4 the board of supervisors of the company is composed of three supervisors, and the board of supervisors has a chairman. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 5 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 6 the office of the board of supervisors is set up under 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 7 The term of office of the supervisor is three years. The supervisor held by the shareholder representative shall be elected or replaced by the general meeting of shareholders. The supervisor held by the employee representative shall be democratically elected or replaced by the company’s employees. The supervisor can be re elected.
Article 8 if a supervisor fails to be re elected in time at the expiration of his term of office, or if the number of members of the board of supervisors is lower than the quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform the duties of supervisor in accordance with laws, administrative regulations, the articles of association or these rules before the re elected supervisor takes office.
Article 9 qualifications of supervisors:
(I) the following persons shall not serve as supervisors of the company:
1. One of the circumstances specified in Article 146 of the company law;
2. Those who have been determined by the China Securities Regulatory Commission to be prohibited from entering the market and have not yet been lifted. (II) directors, general managers and other senior managers of the company shall not concurrently serve as supervisors.
Article 10 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s securities issuance documents and the company’s periodic reports prepared by the board of directors and put forward written review opinions;
(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) require directors, general managers and other senior managers to make corrections 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 reasonable expenses required shall be borne by the company;
(IX) put forward independent opinions on the adjustment plan of the company’s profit distribution policy;
(x) other functions and powers specified in laws, regulations and the articles of association or authorized by the general meeting of shareholders.
When exercising their functions and powers, supervisors can hire professional institutions such as law firms and accounting firms to help when necessary, and the expenses incurred shall be borne by the company.
Article 11 supervisors shall undertake the following obligations:
(I) abide by the provisions of laws, administrative regulations and the articles of association, perform the obligations of integrity and diligence, safeguard the interests of the company and perform the duties of supervision;
(II) implement the resolutions of the board of supervisors and safeguard the interests of shareholders, the company and employees;
(III) keep the company’s secrets, and shall not disclose the company’s secrets except in accordance with the law or with the consent of the general meeting of shareholders;
(IV) it is not allowed to take advantage of its authority to seek private interests, accept bribes or other illegal income, or occupy the company’s property;
(V) if a supervisor violates the provisions of 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 12 the supervision records of the board of supervisors and the results of financial or special inspections shall be an important basis for the performance evaluation of directors, managers and other senior managers.
Chapter III proposal and notice of the board of supervisors
Article 13 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 14 the regular meeting of the board of supervisors shall be held at least once 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 15 before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors shall solicit meeting proposals from all supervisors and solicit opinions from the employees of the company for at least two days. When soliciting proposals and opinions, the office of the board of supervisors shall explain that the board of supervisors focuses on the supervision of the standardized operation of the company and the job behavior of directors and senior managers, rather than the decision-making of the operation and management of the company.
Article 16 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted to the chairman of the board of supervisors through the office of the board of supervisors or directly. The written proposal shall contain the following items: (I) the 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 office of the board of supervisors or the chairman of the board of supervisors receives the written proposal of the supervisor, the office of the board of supervisors shall issue a notice of convening the interim meeting of the board of supervisors.
If the office of the board of supervisors delays in issuing the meeting notice, the proposing supervisor shall report to the regulatory department in time. Article 17 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.
Article 18 when convening regular and interim meetings of the board of supervisors, the office of the board of supervisors shall submit a written notice of the meeting to all supervisors by direct delivery, fax, e-mail or other means 10 and 2 days in advance. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
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 by telephone, fax, e-mail or oral at any time, but the convener shall make an explanation at the meeting.
Article 19 the board of supervisors shall timely notify the members of the board of supervisors of the convening of the general meeting of shareholders and the board of directors to attend the meeting as nonvoting delegates. The board of supervisors shall supervise whether the connected transactions that need to be approved by the board of directors or the general meeting of shareholders are fair and reasonable, and whether there is any damage to the legitimate rights and interests of the company and non connected shareholders. If it is found that the directors and senior managers of the company assist and connive at the controlling shareholders and their affiliated enterprises to occupy the assets of the company, the board of supervisors of the company shall propose to convene the general meeting of shareholders according to the seriousness of the circumstances, and give a notice and warning to the person directly responsible, It may also propose to the general meeting of shareholders to remove the directors, recommend the board of directors to remove the general manager, and recommend the general manager to remove the deputy general manager and other senior managers.
Article 20 the notice of the meeting of the board of supervisors shall include the following contents
(I) the date of the notice, the time and place of the meeting;
(II) matters to be considered at the meeting;
(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.
Chapter IV convening, voting and resolutions of the meeting
Article 21 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 convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. When voting by correspondence, supervisors shall send their written opinions and voting intention on the matters under consideration to the office of the board of supervisors by fax, e-mail or e-mail after signing for confirmation. Supervisors shall only express their opinions in writing or not express their reasons for voting.
Article 22 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.
Article 23 the Secretary of the board of directors and securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 24 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals. Article 25 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 26 the voting at the meeting of the board of supervisors shall be carried out by one person, one vote, on a show of hands or by open ballot.
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 27 the meeting of the board of supervisors may be recorded and videotaped as necessary.
The office staff of the board of supervisors 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 office of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 28 the minutes of the meeting of the board of supervisors shall be true, accurate and complete, and fully reflect the opinions of the participants on the matters under consideration. The supervisors and recorders attending the meeting shall sign the 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 29 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.
The announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors or the securities affairs representative in accordance with the relevant provisions of the stock listing rules.
Article 30 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting audio and video materials, voting votes, meeting minutes and resolutions signed and confirmed by the attending supervisors and recorders, shall be kept by a special person designated by the chairman of the board of supervisors and properly kept as important archives of listed companies. The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Chapter V supplementary provisions
Article 31 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations, articles of association and other relevant provisions; In case of any conflict between these rules and the laws, regulations and the articles of Association issued by the state, these Rules shall be implemented in accordance with the relevant provisions of the national laws, regulations and the articles of association, which shall be revised and submitted to the general meeting of shareholders for deliberation and approval.
Article 32 these Rules shall come into force after being approved by the general meeting of shareholders.
Article 33 the general meeting of shareholders shall authorize the board of supervisors to interpret these rules.
Shanghai Sk Automation Technology Co.Ltd(688155) April 2002
