Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Rules of procedure of the board of supervisors
(revised in 2022)
Article 1 in order to improve the corporate governance structure, promote the standardized operation of the company, safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company's board of supervisors, and ensure that the company's board of supervisors can independently exercise its functions and powers according to law, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant national laws, regulations and normative documents These rules are formulated in accordance with the relevant business rules of Shenzhen Stock Exchange and the Sichuan Kelun Pharmaceutical Co.Ltd(002422) articles of association.
Article 2 the board of supervisors of the company shall be responsible to all shareholders, supervise the legality and compliance of the company's finance and the performance of duties by the company's directors, managers and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders. Article 3 the board of supervisors shall strictly abide by the company law and other laws, regulations, normative documents, other relevant business rules and other provisions on the board of supervisors, carefully organize the work of the board of supervisors, perform the duties of the board of supervisors, safeguard the interests of the company, pay special attention to and supervise the legitimate rights and interests of shareholders from being damaged, and bear the obligation of integrity and diligence to the company and all shareholders.
Article 4 the board of supervisors and its members shall accept the supervision and guidance of the general meeting of shareholders of the company.
Article 5 qualification of supervisors
(I) the following persons shall not serve as supervisors of the company:
1. No or limited capacity for civil conduct;
2. Being sentenced to criminal punishment for corruption, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy, and the expiration of the execution period is less than 5 years, or being deprived of political rights due to a crime, and the expiration of the execution period is less than 5 years; 3. Where he is a director or factory director or general manager of a company or enterprise in bankruptcy liquidation and is personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the completion of the bankruptcy liquidation of the company or enterprise;
4. 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 3 years have elapsed since the date of revocation of the business license of the company or enterprise;
5. A large amount of personal debt is not paid off when due;
6. The market entry prohibition measures taken by the CSRC not to serve as supervisors of listed companies have not expired;
7. It is publicly recognized by the stock exchange that it is not suitable to serve as a supervisor of a listed company, and the term has not expired;
8. Other contents stipulated by laws, administrative regulations or departmental rules.
If a supervisor candidate is under any of the following circumstances, the company shall disclose the specific circumstances of the candidate, the reasons for the proposed employment of the candidate and whether it will affect the standardized operation of the company:
1. Administrative penalty imposed by the CSRC within the last 36 months;
2. Being publicly condemned by the stock exchange or criticized in more than three circulars within the last 36 months;
3. Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations, and there is no clear conclusion;
4. Being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or being included in the list of dishonest Executees by the people's court.
During the above-mentioned period, the deadline shall be the date when the board of supervisors, the general meeting of shareholders and other competent institutions of the company consider the proposal on the appointment of supervisor candidates.
(II) directors and senior managers of the company and their spouses and immediate relatives shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 6 rights and obligations of supervisors
(I) supervisors shall abide by laws, regulations and the articles of association, faithfully, diligently and conscientiously perform their duties and safeguard the interests of the company. When its own interests conflict with the interests of the company and shareholders, it shall take the best interests of the company and shareholders as the code of conduct, and ensure that:
1. Exercise rights within the scope of their duties and shall not exceed their authority;
2. Not infringe the interests of the company in any form;
3. It is not allowed to take advantage of its authority to accept bribes or other illegal income, or occupy the company's property;
4. Do not take advantage of his position to occupy or accept business opportunities that should belong to the company for himself or others;
5. Do not use inside information to seek benefits for yourself or others;
6. It shall not use its affiliated relationship to damage the interests of the company;
7. Except for the mandatory provisions of laws and regulations, the confidential information related to the company obtained during his tenure shall not be disclosed without the consent of the general meeting of shareholders.
(II) the supervisor shall ensure that the information disclosed by the company is true, accurate and complete.
(III) the supervisor shall exercise the legally conferred supervision power in person and shall not be manipulated by others; Without the permission of laws and administrative regulations or the approval of the general meeting of shareholders, the supervision power shall not be delegated to others.
(IV) supervisors have the right to attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors. (V) if the 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 7 The term of office of the supervisor is three years, and the supervisor can be re elected. The term of office is from the date of taking office to the expiration of the term of office. Before the expiration of the term of office of a supervisor, the general meeting of shareholders, the workers' Congress of the company or the workers' meeting of the company or other forms shall not remove him without reason.
Article 8 election of supervisors
The supervisors elected by the shareholders shall be elected and replaced by the general meeting of shareholders of the company.
The supervisors held by the employees' representatives of the company shall be democratically elected by the employees' Congress or the employees' Congress of the company or other forms.
Article 9 replacement of supervisors
When the board of supervisors is changed or supervisors need to be elected by election, the candidates for supervisors held by shareholders' representatives shall be nominated by the board of supervisors or shareholders meeting the conditions specified in the articles of association, and the supervisors held by employees' representatives shall be democratically elected and replaced by the workers' Congress or the employees' meeting of the company or other forms.
In case of any of the following circumstances, the supervisor held by the shareholder representative shall be removed and replaced by the resolution of the general meeting of shareholders:
1. The supervisor no longer has the qualification specified in these rules;
2. The supervisor is dead, missing or incapacitated during his term of office or is unable to continue to perform the duties of the supervisor for other reasons;
3. The supervisor violates the supervisor's obligations under these rules or causes great economic losses to the company due to major fault or negligence.
In case of any of the above circumstances, the board of supervisors shall propose to the general meeting of shareholders to replace the supervisor; In case of any of the circumstances mentioned in the preceding paragraph, the supervisor held by the employee representative shall be removed and replaced by the employee representative upon the democratic decision of the employee representative meeting or the employee meeting of the company or other forms.
Article 10 resignation
The 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. If the number of members of the board of supervisors is lower than the quorum due to the failure to re elect the supervisors in time at the expiration of their term of office or the resignation of the supervisors during their term of office, the original supervisors shall still perform the duties of supervisors in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisors take office.
The remaining / former board of supervisors shall propose to the board of directors to convene an extraordinary general meeting of shareholders or staff representatives or workers' Congress or other forms as soon as possible to elect supervisors to fill the vacancy caused by the resignation of supervisors.
Before a resolution on the election of supervisors is made, the functions and powers of the resigning supervisor and the remaining board of supervisors shall be reasonably limited.
Before the resignation takes effect, and within a reasonable period or agreed period after the resignation takes effect or after the end of his term of office, the duty of loyalty assumed by the supervisor to the company and all shareholders is not automatically relieved. The confidentiality obligations of the company's trade secrets shall remain valid until the trade secrets become public information, and shall strictly perform the obligations of prohibiting horizontal competition agreed with the company.
Except for the removal, resignation or expiration of the term of office of the supervisor caused by the above circumstances, any supervisor shall not resign without authorization. Supervisors who have not finished their term of office shall be liable for compensation for the losses caused to the company due to their unauthorized resignation.
Article 11 composition of the board of supervisors
The company has a board of supervisors consisting of three supervisors. The members of the board of supervisors include 2 shareholder representatives and 1 employee representative, of which the employee representative supervisor shall not be less than 1 / 3.
The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors.
Article 12 functions and powers of the chairman of the board of supervisors
The chairman of the board of supervisors shall have high policy level and organization and coordination ability, be principled, honest and self disciplined, and be familiar with the operation and management of the company.
The chairman of the board of supervisors shall exercise the following functions and powers:
1. Preside over the meeting of the board of supervisors;
2. Supervise and inspect the implementation of the resolutions of the board of supervisors;
3. Organize the formulation of the work plan of the board of supervisors and be responsible for the daily work of the board of supervisors;
4. Sign the report and other documents of the board of supervisors and submit them to other supervisors;
5. Exercise functions and powers on behalf of the board of supervisors with the authorization of the board of supervisors;
6. Report to the general meeting of shareholders and submit proposals on behalf of the board of supervisors;
7. Be responsible for liaison and coordination with internal and external companies on behalf of the board of supervisors;
8. Other functions and powers granted by the general meeting of shareholders and the board of supervisors.
If the chairman of the board of supervisors is unable to perform his duties for some reason, more than half of all supervisors shall elect a supervisor to perform his duties on his behalf.
Article 13 functions and powers of the board of supervisors
The board of supervisors shall exercise the following functions and powers:
1. The board of directors shall regularly review and put forward written opinions on the company's report;
2. Check the company's finance;
3. 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;
4. Require the directors and senior managers to correct when their acts harm the interests of the company;
5. 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;
6. Submit proposals to the general meeting of shareholders;
7. Bring a lawsuit against the directors and senior managers in accordance with Article 151 of the company law; 8. If the company's operation is found to be abnormal, it can be investigated; 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.
Article 14 convening and presiding over the board of supervisors
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 of the board of supervisors.
Article 15 convening of the meeting
The board of supervisors shall hold a meeting at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.
Article 16 notice of meeting
The notice of the meeting of the board of supervisors shall be sent to all supervisors 10 days before the meeting, and the notice of the interim meeting shall be sent 2 days before the meeting. However, if the situation is urgent and the meeting needs to be held as soon as possible, it may not be subject to the restriction of 2 days' notice before the meeting is held. The notice shall include the date, place, cause and topic of the meeting, the time of sending the notice, etc.
The notice of the meeting of the board of supervisors held by the company shall be sent by special person, email, email, signed SMS, wechat or fax.
Article 17 attendance at meetings
The meeting of the board of supervisors shall be held only when more than half of the supervisors are present. If the number of supervisors attending the meeting is less than 1 / 2 of the total number of supervisors, the meeting of the board of supervisors can be postponed until more than 1 / 2 of the supervisors are present.
Article 18 convening method
The discussion methods of the board of supervisors are divided into on-site attendance and communication.
Article 19 resolutions
A resolution made by the board of supervisors must be adopted by more than half of all supervisors.
Article 20 voting method
The voting of the board of supervisors is by show of hands, open ballot, communication voting and other methods permitted by laws and regulations. Each supervisor has one vote.
Article 21 meeting minutes
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 as the company's archives for a period of not less than 10 years.
Article 22 information disclosure
If the company needs to disclose the information of the board of supervisors, the form of disclosure shall be determined at the meeting of the board of supervisors. All supervisors shall express clear opinions on the decisions of the meeting of the board of supervisors and put them on record.
The disclosure of external information by the board of supervisors shall comply with the provisions of national laws and regulations and the articles of association.
Article 23 interpretation
The "company" mentioned in these Rules refers to Sichuan Kelun Pharmaceutical Co.Ltd(002422) .
The "general meeting of shareholders" and "board of supervisors" mentioned in these rules refer to Sichuan Kelun Pharmaceutical Co.Ltd(002422) general meeting of shareholders and board of supervisors.
Article 24 these rules, as an annex to the articles of association, shall be drafted by the board of supervisors and approved by the general meeting of shareholders. In case of any conflict between any provision of these rules and the then effective laws, administrative regulations or government rules, other normative documents, the business rules of Shenzhen Stock Exchange and the articles of association, the then effective laws, administrative regulations or government rules, other normative documents, the business rules of Shenzhen Stock Exchange and the articles of association shall prevail.
Article 25 the board of supervisors of the company shall be responsible for the interpretation of these rules.
Article 26 these Rules shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
