Yifan Pharmaceutical Co.Ltd(002019)
Amendment to the rules of procedure of the board of supervisors
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and the listed company
The guidelines for the articles of association, the Listing Rules of Shenzhen Stock Exchange and the self certification of listed companies of Shenzhen Stock Exchange
Legal supervision guidance No. 1 - standardized operation of listed companies on the main board and other laws, administrative regulations and departmental rules
And the articles of association, it is proposed to amend the relevant provisions of the rules of procedure of the board of supervisors
The revision of the rules of procedure of the board of supervisors of the company needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. Specific revision
The contents are as follows:
Before revision of serial number
Article 1 in order to improve corporate governance and give full play to the role of the board of supervisors Article 1 in order to improve 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 supervisory role, and 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 "company law") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Securities Law"), the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), and the Listing Rules of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") These rules are hereby formulated in accordance with the relevant provisions of the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (No. 1 of the legal supervision guidelines - standardized operation of listed companies on the main board, and the articles of Association for short). These rules are hereby formulated in accordance with the articles of association of fan Pharmaceutical Co., Ltd. (hereinafter referred to as the articles of association) and other relevant provisions.
Article 2 the board of supervisors is the supervisory organization established by the company according to law. Article 2 the board of supervisors is the supervisory organization established by the company according to law and is responsible for and reports to the general meeting of shareholders. The board of supervisors is responsible for inspecting the company's finance, and the general meeting of shareholders is responsible for and reporting its work. 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, maintaining and protecting the safety of the company's assets, reducing the company's operation and financial risks, safeguarding 2 Shareholders' rights and interests, and protecting the company's directors, general manager, deputy general manager and general engineering
The directors, the chief financial officer, the Secretary of the board of directors and other senior managers implement the shareholders' rights and interests, and supervise the behavior of the directors, President and other senior managers in performing their duties of the company. Supervise the behavior of performing the duties of the company.
Article 3 the board of supervisors of the company is composed of three supervisors, one of whom is the employee representative. The term of office of the supervisor is three years and can be re elected. The supervisor is assumed by the employee representative. The term of office of the supervisor is three years and can be re elected. Re-election.
3. Directors, presidents and other senior managers shall not concurrently serve as supervisors. The number of directors, senior managers, their spouses and immediate family members who have served as directors or senior managers of the company in the last two years shall not exceed one-half of the total number of supervisors of the company. Directors and senior managers shall not serve as supervisors of the company during their term of office.
Article 4 the board of supervisors includes shareholder representative supervisors and employee representative supervisors. 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. Staff affairs, in which the proportion of staff representative supervisors shall not be less than one-third. The employee representative supervisor shall be passed by the employees of the company through the employee representative meeting, employee meeting or representative supervisor, and the employees of the company through the employee representative meeting, employee meeting or representative supervisor
Other forms of democratic election. Other forms of democratic election.
The number of supervisors nominated by a single shareholder shall not exceed two of the total number of supervisors of the company
One third.
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;
Article 7 the board of supervisors shall exercise the following functions and powers according to law: (II) inspect the company's finance. The board of supervisors may independently employ an intermediary (I) it shall review the company's periodic reports prepared by the board of directors and provide professional opinions to the audit institution;
Review and put forward written review opinions; (III) to inspect the company's financial affairs of directors and senior managers who perform their duties of the company (II); For the purpose of supervision, supervise the directors and senior managers who violate laws, administrative regulations, departmental rules and regulations (III) and the normative documents for directors and senior managers to perform their duties of the company, the articles of association or the resolutions of the general meeting of shareholders, 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; Propose the removal of directors and senior managers who are found to have violated the resolutions of the general meeting; Those who violate laws and regulations or the articles of association shall perform their supervisory duties, and (IV) when the acts of directors and senior managers damage the company's board of directors or report to the general meeting of shareholders, or directly report to China's interests, require directors and senior managers to correct them; Reports of the CSRC and its dispatched offices, stock exchanges or other departments; 5 (V) propose to convene an extraordinary general meeting of shareholders and fail to perform it at the board of directors
(IV) convene and preside over the general meeting of shareholders when the acts of directors and senior managers damage the company; Require directors and senior managers to correct when interests arise;
(VI) put forward proposals to the general meeting of shareholders; (V) propose to convene an extraordinary general meeting of shareholders, and convene and file a lawsuit against the directors and senior managers when the board of directors fails to perform (VII) the duty of convening and presiding over the general meeting of shareholders in accordance with Article 152 of the company law and the company law; Preside over the general meeting of shareholders;
(VIII) investigation can be carried out in case of abnormal operation of the company;
If necessary, it can hire accounting firms, law firms and other professionals (VI) to put forward proposals to the general meeting of shareholders;
The organization shall assist its work, and the expenses shall be borne by the company.
(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 16 the regular meeting of the board of supervisors shall be held before the meeting. Article 16 the regular meeting of the board of supervisors shall be notified to the supervisors at least 10 days before the meeting, the interim meeting of the board of supervisors shall be notified to the supervisors at least 10 days before the meeting, the interim meeting of the board of supervisors shall be notified to the supervisors at least 3 days before the meeting 6. The meeting notice shall be passed in writing, and the supervisors shall be notified at least 3 days before the meeting, The meeting notice shall be delivered in written form through personal delivery, fax, e-mail, the company's ERP office system or its personal delivery, fax, e-mail, the company's ERP office system or its
He shall submit it to all supervisors in the same way. It is necessary to convene an interim meeting of the board of supervisors as soon as possible and submit it to all supervisors in other ways.
In case of emergency, with the unanimous consent of all supervisors, the meeting notice can be sent out at any time by oral or telephone. However, the convener shall make an explanation at the meeting. The convening of the meeting may not be limited by the time limit of the above notice, but it shall be recorded in the minutes of the board of supervisors and signed by all supervisors participating in the meeting. 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 22 the meeting of the board of supervisors shall be recorded. Article 22 the meeting of the board of supervisors shall be recorded. The meeting minutes shall record the time, place and method of the meeting, the convener (the master record shall record the time, place and method of the meeting, the convener (host), the attendance, topic, discussion process and voting results of the meeting. 7) attendance, topics, discussion process and voting results of the meeting. The minutes of the meeting of the board of supervisors shall be true, accurate and complete, fully reflected and signed by the supervisors attending the meeting. The minutes of the meeting of the board of supervisors shall be the opinions of the members of the board of supervisors on the matters under consideration. The supervisors attending the meeting shall keep the company's archives for at least 10 years. Sign the record. The minutes of the meeting of the board of supervisors shall be kept as the company's archives for at least ten years.
