Guangdong Ellington Electronics Technology Co.Ltd(603328)
Rules of procedure of the board of supervisors
Chapter I General Provisions Chapter II composition of the board of supervisors Chapter III functions and duties of the board of supervisors Chapter IV convening and presiding over meetings of the board of supervisors section II proposals and Notices section III convening of meetings Section IV resolutions and announcements Chapter V supplementary provisions
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and voting procedures of the board of supervisors of the company, promote the supervisors and the board of supervisors to effectively perform their supervision 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), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the Guangdong Ellington Electronics Technology Co.Ltd(603328) articles of Association (hereinafter referred to as the articles of association), and other relevant provisions, Formulate these rules.
Article 2 the board of supervisors is the supervisory body established by the company according to law, which is responsible for and reports to the general meeting of shareholders. The board of supervisors is responsible for inspecting the company’s finance, protecting the safety of the company’s assets, reducing the company’s operation and financial risks, safeguarding shareholders’ rights and interests, and supervising the performance of the company’s directors, general manager, financial director, Secretary of the board of directors and other senior managers.
Chapter II composition of the board of supervisors
Article 3 the board of supervisors of the company is composed of three persons, of which at least one supervisor is held by the employee representative.
Article 4 the employee representative supervisors shall be democratically elected by the employees of the company through the employee congress, the employee congress or other forms.
Article 5 the board of supervisors shall have a chairman who shall be responsible for handling the daily affairs of the board of supervisors and keeping the seal of the board of supervisors. The appointment and removal of the chairman of the board of supervisors shall be approved by more than half of the members 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 6 in addition to meeting the qualifications specified in the company law and the articles of association, the members of the board of supervisors shall also meet the following conditions:
(I) fully safeguard shareholders’ rights and interests according to law and have a high sense of responsibility for the preservation and appreciation of the company’s assets;
(II) master the production and operation of the enterprise, be familiar with finance, audit, relevant laws, regulations and enterprise rules and regulations, have many years of relevant work experience, and have the necessary knowledge and ability to perform their duties;
(III) abide by discipline and law, act honestly and impartially.
Article 7 The term of office of the supervisor is three years and can be re elected.
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.
If a supervisor is not re elected in time at the expiration of his term of office, or the resignation of a supervisor during his term of office results in the number of members of the board of supervisors being less than the quorum, the original supervisor shall still perform the duties of a supervisor in accordance with the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 8 the remuneration of supervisors shall be determined by the general meeting of shareholders.
Chapter III functions, powers and obligations of the board of supervisors
Article 9 the board of supervisors shall exercise the following functions and powers according to law:
(I) review the company’s securities issuance documents and periodic reports prepared by the board of directors and put forward written review opinions; The board of supervisors shall sign a written confirmation opinion;
(II) check the company’s finance;
(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 the directors and senior managers to correct 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) review the external guarantee of the company;
(VIII) the employment of intermediaries involved in major transactions or in kind capital contributions shall be reviewed and approved by the board of supervisors and then submitted to the board of directors for review;
(IX) investment in non main business shall be examined and approved by the board of supervisors before being submitted to the board of directors for deliberation; （10） The non-public offering of shares shall be examined and approved by the board of supervisors and then submitted to the board of directors for deliberation; （11） Bring a lawsuit against the directors and senior managers in accordance with Article 152 of the company law;
（12） If it is found that the operation of the company is 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.
（13） Other functions and powers specified in the resolutions of the general meeting of shareholders or the articles of association.
Article 10 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) make a work report to the general meeting of shareholders on behalf of the board of supervisors;
(IV) other functions and powers granted by the board of supervisors.
Article 11 the board of supervisors shall submit a report of the board of supervisors to the annual general meeting of shareholders, which shall at least include:
(I) analysis and evaluation opinions on the financial report submitted by the company;
(II) report the integrity and diligence of the company’s senior managers to the general meeting of shareholders;
(III) other contents deemed necessary by the board of supervisors.
Article 12 the board of supervisors may take the following measures when performing its supervisory functions and powers:
(I) oral or written notice requiring correction;
(II) require the company’s internal audit and other departments to verify;
(III) propose to the general meeting of shareholders or the board of directors the removal or dismissal of the company’s senior managers who seriously violate laws, administrative regulations, the articles of association or damage the interests of the company.
Article 13 supervisors shall undertake the following obligations:
(I) faithfully perform supervision duties and safeguard the interests of the company in accordance with laws, administrative regulations, the articles of association and the principles of integrity and diligence;
(II) the company’s secrets shall not be disclosed except in accordance with the law or with the consent of the general meeting of shareholders;
(III) be responsible for the authenticity and compliance of the contents of the reports submitted or supervisory documents issued to the general meeting of shareholders; (IV) those who violate laws, administrative laws and regulations or the articles of association when performing their duties and cause damage to the company shall be liable for compensation;
(V) other obligations stipulated in national laws, regulations and the articles of association.
Chapter IV meetings of the board of supervisors
Section 1 convening and presiding
Article 14 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
The board of supervisors shall hold a meeting at least once every six months.
Upon the proposal of the chairman of the board of supervisors or more than one-third of the supervisors, or under 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 a resolution in violation of laws, regulations, rules, 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 stock exchange;
(VI) when required by the securities regulatory authority;
(VII) the company has suffered or is suffering from significant loss of assets, the shareholders’ rights and interests have been damaged, and the board of directors has not taken measures in time;
(VIII) it is necessary to ask the company’s senior managers and internal audit departments to provide information on relevant issues; (IX) the board of supervisors considers it necessary to employ certified public accountants, certified auditors and lawyers to put forward professional opinions on some major supervision matters;
(x) other circumstances where the board of supervisors deems it necessary or the articles of association stipulates that an interim meeting should be held.
Article 15 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.
Section II proposal and notice
Article 16 the supervisors shall solicit the opinions of the board of supervisors at least two days before the meeting is convened. When soliciting proposals and opinions, the convener 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 17 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor through the chairman of the board of supervisors or directly to the chairman of the board of supervisors. 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.
Article 18 the chairman of the board of supervisors shall issue a notice of convening the interim meeting of the board of supervisors within 3 days after receiving the written proposal of the supervisor on convening the interim meeting of the board of supervisors.
If the chairman of the board of supervisors is lazy in issuing the meeting notice, the proposed supervisor shall report to the regulatory authority in time.
Article 19 for convening regular and interim meetings of the board of supervisors, the convener shall submit the written notice of the meeting stamped with the seal of the board of supervisors 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 orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 20 the written notice of the meeting shall at least include the following contents:
(I) time, place and duration of the meeting;
(II) matters to be considered (meeting proposal);
(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;
(VII) date of notice.
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.
Article 21 if the board of supervisors is convened by means of communication, the following contents shall be added to the meeting notice:
(I) inform the supervisors that the board of supervisors will convene and vote by means of communication;
(II) disclose in detail the matters to be considered by the board of supervisors;
(III) time limit, method, place and person to be served of voting votes of supervisors;
(IV) other matters that need to be notified to the supervisor.
The voting votes of the board of supervisors shall be delivered to the supervisors at the same time as the notice of the board of supervisors.
Section III convening of the meeting
Article 22 the meeting of the board of supervisors shall be held on site in principle, and may also be held in other ways, including communication.
Communication means: when necessary, on the premise of ensuring the supervisors to fully express their opinions, with the consent of the convener (host) and the proposer, the supervisors can hold the meeting of the board of supervisors by means of information transmission such as video, telephone, fax or e-mail voting, exercise the voting right, and no longer hold the on-site meeting.
Article 23 If more than one-third of the supervisors believe that the proposed matters are major and it is necessary to hold an on-site meeting, it shall not be held by means of communication.
When more than one-third of the supervisors believe that the right to fully express their opinions cannot be guaranteed by convening the board of supervisors by means of communication, and more than one-third of the supervisors require an on-site meeting, an on-site meeting shall be held.
Article 24 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
If some supervisors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of supervisors required for the meeting, other supervisors shall report to the regulatory authority in a timely manner.
If the board of supervisors is not held on site, the number of supervisors attending the meeting shall be calculated by video showing the supervisors present, the supervisors who express their opinions in the teleconference, the effective voting votes actually received by fax or e-mail within the specified time limit, or the written confirmation letter submitted by the supervisor after the meeting.
The Secretary of the board of directors and the securities affairs representative may attend the meetings of the board of supervisors as nonvoting delegates.
Article 25 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf. The power of attorney shall specify the scope of authorization.
If the board of supervisors is convened by means of communication, the supervisor cannot entrust other supervisors to participate and vote on his behalf.
If a supervisor fails to attend the meeting of the board of supervisors in person for two consecutive times without justified reasons, if the supervisor is elected by the general meeting of shareholders, it shall be replaced by the general meeting of shareholders; If the supervisor is an employee representative supervisor, it shall be replaced through the employee congress, employee congress or other democratic forms.
Section IV resolutions and announcements
Article 26 the chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
According to the proposal of the supervisor, the chairman of the meeting may require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting for questioning.
Article 27 the voting at the meeting of the board of supervisors shall be carried out in the form of one person, one vote, a show of hands or in writing. The voting intention of supervisors is divided into consent, objection and abstention. Supervisors attending the meeting shall choose one of the above intentions. If no choice is made or more than two intentions are selected at the same time, the chairman of the meeting shall require the supervisor to choose again; Refusal to choose shall be deemed as waiver; Those who leave the venue and do not return without making a choice shall also be deemed to have abstained.
The resolution formed by the board of supervisors shall be approved by more than half of all supervisors.
Article 28 If the board of supervisors is convened by means of communication, the supervisors shall deliver the voting votes and deliberation opinions (if any) according to the time limit, method and place of delivery determined in the meeting notice.
If the votes are delivered by hand, the person to be served shall sign on the receipt of service, and the date of receipt signed by the person to be served shall be the date of service; If it is served by fax, the date of transmission shall be the date of service; If it is delivered by e-mail, the data message
