Yifan Pharmaceutical Co.Ltd(002019) YIFAN PHARMACEUTICAL CO.,LTD.
Rules of procedure of the board of supervisors
(revised in April 2002)
catalogue
Chapter I General Provisions Chapter II composition of the board of supervisors Chapter III powers and responsibilities of the board of supervisors Chapter IV discussion methods and procedures of the board of supervisors six
Chapter V Supplementary Provisions nine
Chapter I General Provisions
Article 1 in order to improve the corporate governance and give full play to the supervisory role of the board of supervisors, 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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) These rules are hereby formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions.
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, presidents 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 supervisors, one of whom is held by the employee representative. The term of office of the supervisor is three years, and the supervisor can be re elected.
Directors, presidents and other senior managers shall not concurrently serve as supervisors. 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.
Article 4 the board of supervisors includes shareholder representative supervisors and employee representative supervisors, of which the proportion of employee representative supervisors shall not be less than one-third. 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 elected by more than half of all 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:
1. Fully safeguard shareholders’ rights and interests in accordance with the law, and have a high sense of responsibility for maintaining and increasing the value of the company’s assets;
2. 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;
3. Abide by discipline and law, act honestly and act impartially.
Chapter III functions, powers and responsibilities of the board of supervisors
Article 7 the board of supervisors shall exercise the following functions and powers according to law:
(I) it shall review the securities issuance documents and periodic reports prepared by the board of directors and put forward written review opinions, and the supervisors shall also sign written confirmation opinions; If the supervisor cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report and securities issuance documents or has objections, he shall express his opinions and state the reasons in the written confirmation opinions;
(II) check the company’s finance. The board of supervisors may independently employ intermediaries to provide professional opinions;
(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, departmental rules, normative documents, these articles of association or resolutions of the general meeting of shareholders; If a director or senior manager is found to have violated laws, regulations or the articles of association, he shall perform his supervisory duties and report to the board of directors or the general meeting of shareholders, or directly to the CSRC and its dispatched offices, stock exchanges or other departments;
(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) 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 expenses shall be borne by the company.
(IX) other functions and powers granted by laws, administrative regulations, departmental rules, normative documents, the articles of association or the general meeting of shareholders.
Article 8 the board of supervisors shall submit the report of the board of supervisors to the annual general meeting of shareholders. The contents of the report are as follows:
1. Analysis and evaluation opinions on the financial reports submitted by the company;
2. Report to the general meeting of shareholders on the integrity and diligence of the company’s senior managers;
3. Other contents deemed necessary by the board of supervisors.
Article 9 the chairman of the board of supervisors shall exercise the following functions and powers according to law:
1. Convene and preside over the meetings of the board of supervisors;
2. Inspect the implementation of the resolutions of the board of supervisors;
3. Make a work report to the general meeting of shareholders on behalf of the board of supervisors;
4. Other functions and powers granted by the board of supervisors;
5. If the chairman of the board of supervisors is unable 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 10 when performing its supervisory functions and powers, the board of supervisors may take the following measures for the problems found:
1. Oral or written notice requiring correction;
2. Require the company’s internal audit and other departments to verify;
3. 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 11 the board of supervisors shall perform the following obligations:
1. 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;
2. No secrets of the company shall be disclosed except in accordance with the law or with the consent of the general meeting of shareholders;
3. Be responsible for the authenticity and compliance of the contents of the reports submitted or supervisory documents issued to the general meeting of shareholders, and bear the responsibility;
4. Those who violate laws, administrative laws and regulations or the articles of association while performing their duties and cause damage to the company shall be liable for compensation;
5. Other obligations stipulated in national laws, regulations and the articles of association.
Chapter IV discussion methods and procedures of the board of supervisors
Article 12 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
Article 13 regular meetings shall be held at least twice a year and once every six months to discuss the interim and year-end financial reports of the company and the work plan and work report of the board of supervisors.
Article 14 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 may convene an interim meeting:
1. The company has suffered or is experiencing significant loss of assets, the shareholders’ rights and interests have been damaged, and the board of directors has not taken measures in time;
2. The senior management of the company violates laws, administrative regulations and the articles of association, seriously damaging the interests of the company;
3. It is necessary to ask the company’s senior management and internal audit departments to provide information on relevant issues;
4. The board of supervisors considers it necessary to employ certified public accountants, lawyers or other experts to give professional opinions on some major supervision matters;
5. Other circumstances in which the board of supervisors deems it necessary to hold an interim meeting.
Article 15 the meeting of the board of supervisors shall not be held until two-thirds or more of the supervisors of the board of supervisors are present. Article 16 for the regular meeting of the board of supervisors, the supervisors shall be notified at least ten days before the meeting, and for the interim meeting of the board of supervisors, the supervisors shall be notified at least three days before the meeting. The meeting notice shall be delivered in writing to all supervisors by hand, fax, e-mail, the company’s ERP office system or other means.
In case of emergency, with the unanimous consent of all supervisors, the convening of the meeting of the board of supervisors may not be limited by the above notice time limit, but it shall be recorded in the minutes of the board of supervisors and signed by all participating supervisors. The first meeting of the board of supervisors after the change of office may be held on the day of the change of office, and the time of holding the meeting is not limited by the notice method and notice time in paragraph 1.
The meeting of the board of supervisors can be held on site or by means of communication (video, telephone, fax or e-mail). The board of supervisors can also be held by means of on-site and communication at the same time.
Article 17 the meeting of the board of supervisors shall be held by teleconference or by means of similar communication equipment. All supervisors attending the meeting shall be deemed to have attended the meeting in person.
Article 18 the board of supervisors may invite the company’s directors, President and other senior managers, internal and external auditors to attend the meeting of the board of supervisors and answer questions of concern when it deems necessary.
Article 19 the meeting of the board of supervisors adopts open ballot, and each supervisor has one vote. Voting is divided into approval, opposition and abstention. The resolution of the board of supervisors shall be adopted by more than half of the supervisors present at the meeting. Article 20 for matters that need to be voted by the interim meeting of the board of supervisors, if the board of supervisors has distributed the contents of the proposed voting proposal to all supervisors in writing, and the number of supervisors who have signed and agreed has reached the number required to make a decision in accordance with Article 19 of these rules, an effective resolution can be formed without convening the meeting of the board of supervisors. Article 21 the resolution of the board of supervisors shall be announced in accordance with the requirements of laws and regulations, and the announcement shall include the following contents:
(I) the time, place and mode of the meeting, as well as an explanation of whether it complies with the provisions of relevant laws, administrative regulations, departmental rules and the articles of Association;
(II) the number and names of supervisors who entrust others to attend and be absent, as well as the reasons for their absence and the names of entrusted supervisors;
(III) the number of approval, opposition and abstention votes obtained for each proposal, as well as the reasons for the opposition or abstention of relevant supervisors;
(IV) the specific contents of the matters under consideration and the resolutions formed at the meeting.
Article 22 minutes shall be made for the meeting of the board of supervisors, which shall record the time, place, method, convener (host), attendance, topic, discussion process and voting results of the meeting. 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 attending the meeting shall sign on the minutes. The minutes of the meeting of the board of supervisors shall be kept as the company’s archives for at least ten years.
Article 23 the supervisors attending the meeting of the board of supervisors shall be liable for the resolutions of the meeting, but if they object to the resolutions and record the minutes of the meeting, they may be exempted from liability.
Article 24 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 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.
Article 25 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 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 and the articles of association before the re elected supervisor takes office.
Article 26 the remuneration of supervisors shall be determined by the general meeting of shareholders.
Chapter V supplementary provisions
Article 27 these rules are the refinement and supplement of the articles of association. In case of matters not listed in these rules, the articles of association shall prevail.
Article 28 in case of any conflict between these rules of procedure and relevant national laws, regulations and administrative rules, the national laws, regulations and administrative rules shall prevail.
Article 29 these Rules shall be formulated and amended by the board of supervisors and shall come into force after being deliberated and adopted by the general meeting of shareholders. Article 30 the board of supervisors of the company shall be responsible for the interpretation of these rules.
