Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 Tong Petrotech Corp(300164) (hereinafter referred to as “the company”) formulates these rules of procedure in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and Tong Petrotech Corp(300164) articles of Association (hereinafter referred to as “the articles of Association”) in order to improve the supervision mechanism, clarify the authority and procedures of the board of supervisors and protect the legitimate rights and interests of shareholders.
Article 2 the board of supervisors is the supervisory body of the company, which is responsible to all shareholders. With financial supervision as the core, it supervises the legality and compliance of the company’s finance and the performance of duties by the company’s directors, President and other senior managers in accordance with the company law and other relevant laws, regulations, normative documents and the articles of association, so as to safeguard the legitimate rights and interests of the company and shareholders.
Article 3 supervisors shall abide by relevant laws and regulations and the articles of association, and perform the obligation of good faith and diligence. Article 4 supervisors shall have professional knowledge or work experience in law, accounting and other aspects. The personnel and structure of the board of supervisors shall ensure that the board of supervisors can independently and effectively exercise the supervision and inspection of directors, President and other senior managers and the company’s finance.
Article 5 the company shall take measures to protect the supervisors’ right to know and provide necessary information and materials to the supervisors in time, so that the board of supervisors can effectively supervise, inspect and evaluate the company’s financial situation and operation and management. The reasonable expenses required by the supervisor to perform his duties shall be borne by the company.
The President shall, according to the requirements of the board of supervisors, report to the board of supervisors on the signing, implementation, fund utilization and profit and loss of the company’s major contracts. The president must ensure the authenticity of the report.
Chapter II composition of the board of supervisors
Article 6 the board of supervisors consists of three supervisors, one of whom serves as the chairman of the board of supervisors. The term of office of the supervisor is 3 years, and the supervisor can be re elected.
Article 7 the appointment and removal of the chairman of the board of supervisors shall be approved by more than half of the supervisors.
Article 8 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 1 / 3. 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 9 a supervisor may resign before the expiration of his term of office. A supervisor who resigns shall submit a written resignation report to the board of supervisors.
If the board of supervisors of the company is lower than the minimum quorum due to the resignation of supervisors, the original supervisors shall still perform the duties of supervisors in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected supervisors take office. Except for the circumstances listed in the preceding paragraph, the resignation of the supervisor shall take effect when the resignation report is delivered to the board of supervisors.
Article 10 when a supervisor’s resignation takes effect or his term of office expires, he shall complete all handover procedures with the board of supervisors. His duty of loyalty to the company and shareholders shall not be automatically relieved within a reasonable period after the resignation report has not taken effect or takes effect, and after the end of his term of office. His obligation to keep confidential the company’s business secrets shall remain valid after the end of his term of office until the secrets become public information; The duration of other obligations shall be determined in accordance with the principle of fairness, depending on the length of time between the occurrence of the event and departure, as well as the circumstances and conditions under which the relationship with the company ends.
Article 11 directors, President and other senior managers of the company shall not concurrently serve as supervisors.
Article 12 the board of supervisors shall establish an office to undertake the daily specific affairs of the board of supervisors.
Chapter III functions and powers of the board of supervisors
Article 13 the board of supervisors shall be responsible to the general meeting of shareholders and exercise the following functions and powers according to law:
(I) review the company’s periodic reports prepared by the board of directors and put forward written review opinions;
(II) check the company’s finance and consult the company’s accounting books and other accounting materials;
(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) 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 specified in the articles of association.
The supervisors shall attend the meetings of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors.
Article 14 the board of supervisors shall ensure that the information disclosed by the company is true, accurate and complete, and sign a written confirmation opinion on the periodic report.
Article 15 when exercising its functions and powers, the board of supervisors may employ law firms, accounting firms and other professional institutions to provide assistance when necessary, and the expenses incurred shall be borne by the company.
Chapter IV meeting system of the board of supervisors
Article 16 the meetings of the board of supervisors can be divided into regular meetings and interim meetings.
Article 17 the regular meeting of the board of supervisors shall be held at least once every six months.
Article 18 under any of the following circumstances, an interim meeting of the board of supervisors shall be convened:
(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, administrative regulations, departmental rules, the articles of association and other relevant provisions;
(III) the company has suffered or is experiencing significant loss of assets and the shareholders’ rights and interests are damaged;
(IV) the directors, President and other senior managers of the company violate relevant laws and regulations and the articles of association and seriously damage the interests of the company.
(V) other circumstances under which the board of supervisors should be convened as stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 19 the board of supervisors shall hold meetings regularly and hold interim meetings in time as needed. If the meeting of the board of supervisors cannot be held as scheduled for some reason, the reason shall be explained.
Article 20 the meeting of the board of supervisors can be held only when more than half of the supervisors are present.
Article 21 the meeting of the board of supervisors shall be attended by the supervisors themselves. If a supervisor fails to attend the meeting of the board of supervisors in person or entrust other supervisors to attend the meeting of the board of supervisors for two consecutive times, he shall be deemed to be unable to perform his duties, and the general meeting of shareholders or the staff and workers’ Congress (or other institutions that elect staff and workers’ representative supervisors) shall be replaced.
Article 22 the board of supervisors may require 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.
Article 23 the meeting of the board of supervisors may be held in the form of on-site meeting, teleconference, video conference and written proposal meeting.
If the board of supervisors convenes the meeting of the board of supervisors in the form of written proposal, the draft of the proposal must be delivered to each supervisor by hand, mail, fax or e-mail. If the relevant written proposal has been sent to all supervisors, the number of supervisors who have signed and agreed on one or more drafts with the same format and content has reached the quorum to make relevant decisions, and sent to the chairman of the board of supervisors in the above way, The proposal becomes the resolution of the board of supervisors.
Chapter V Procedures of the board of supervisors
Article 24 the meeting of the board of supervisors shall be convened by the chairman of the board of supervisors and the notice of convening the meeting shall be signed and issued. The meeting notice includes the date, place and duration of the meeting, agenda, causes, topics and relevant materials, and the date of the notice.
Article 25 to convene a regular meeting of the board of supervisors, all supervisors shall be notified in writing 10 days before the meeting is held; When the board of supervisors convenes an interim meeting of the board of directors, it shall notify all directors by personal delivery or fax, telephone, e-mail, wechat, registered mail, etc. 2 days before the meeting. In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice can be sent by telephone, e-mail, wechat or other oral means at any time. After the meeting notice is sent, the board of supervisors can be convened immediately, but the convener shall make an explanation at the meeting.
Article 26 from the issuance of the meeting notice to the convening of the meeting, the office of the board of supervisors shall be responsible for or organize the communication and contact with all supervisors to obtain the opinions or suggestions of supervisors on relevant proposals, so as to improve relevant proposals. When two or more supervisors consider that the materials of a proposal are insufficient or the argument is unclear, they can jointly propose to postpone the proposal, which shall be adopted by the board of supervisors.
Article 27 the notice of the meeting of the board of supervisors shall include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
If the supervisor has attended the meeting and has not raised any objection that he has not received the meeting notice before or at the beginning of the meeting, it shall be deemed that the meeting notice has been sent to him in accordance with the above provisions.
Article 28 the chairman of the board of supervisors shall be responsible for convening and presiding over the meetings 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 29 the chairman of the meeting shall announce the meeting at the scheduled time. After the formal commencement of the meeting, the supervisors attending the meeting shall first reach an agreement on the agenda. After the attending supervisors reach an agreement on the agenda, the meeting will consider each proposal item by item under the chairmanship of the host.
Article 30 when considering relevant proposals and reports, the board of supervisors may require the company’s directors, President and other senior managers, internal and external auditors to attend the meeting as nonvoting delegates, make necessary explanations on relevant matters and answer the questions concerned by the board of supervisors.
Article 31 the resolutions of the board of supervisors shall be voted by open ballot. Each supervisor has one vote. Article 32 the chairman of the board of supervisors shall announce the adoption of resolutions and reports according to the voting results. Article 33 the resolution of the board of supervisors shall be adopted by more than half of the members of the board of supervisors.
Article 34 The board of supervisors shall make minutes of the decisions on the matters discussed. The minutes of the meeting of the board of supervisors shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the name of the supervisor present and the name of the supervisor (agent) entrusted to attend the board of supervisors; (III) agenda of the meeting;
(IV) key points of supervisors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 35 supervisors attending the meeting shall sign the minutes of the meeting. The supervisor has the right to require some explanatory record of his speech at the meeting on the record.
Article 36 the minutes of the meeting of the board of supervisors shall be kept permanently as the company’s archives.
Chapter VI implementation and feedback of resolutions of the board of supervisors
Article 37 the board of directors and the board of supervisors may make recommendations to the board of directors and relevant departments for implementation.
Article 38 under the leadership of the board of supervisors and the chairman of the board of supervisors, the office of the board of supervisors shall take the initiative to grasp the implementation of relevant resolutions, timely report to the board of supervisors and the chairman of the board of supervisors and put forward suggestions.
Article 39 If the resolution made by the board of supervisors involves proposing to convene an interim Board of directors, an interim general meeting of shareholders or an interim proposal to the annual general meeting of shareholders, it shall submit a proposal with complete topics and contents to the board of directors in writing within the specified time, and ensure that the contents of the proposal comply with the provisions of relevant laws and regulations and the articles of association.
Chapter VII supplementary provisions
Article 40 unless otherwise specified, the terms used in these rules of procedure have the same meanings as those in the articles of association.
Article 41 in case of any matter not covered in these rules of procedure or any conflict with the provisions of the relevant regulations or the articles of Association issued from time to time, the provisions of the relevant regulations or the articles of association shall prevail.
Article 42 these rules of procedure shall come into force from the date of approval by the general meeting of shareholders.
Article 43 the revision of these rules of procedure shall be proposed by the board of supervisors and submitted to the general meeting of shareholders for deliberation and approval.
Article 44 the terms “above” and “within” in these rules of procedure include this number; “Over”, “below” and “more than” do not include this number
Article 45 these rules of procedure shall be interpreted by the board of supervisors.
Tong Petrotech Corp(300164) April 2002
