Rules of procedure of the board of supervisors
Article 1 in order to safeguard the legitimate rights and interests of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as the “company”) and shareholders, standardize the work order and behavior of the board of supervisors, and ensure that the board of supervisors independently exercises its supervision power according to law, the rules of procedure of the board of supervisors are hereby formulated in accordance with relevant national laws and regulations and the Elite Color Environmental Resources Science&Technology Co.Ltd(002998) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has a board of supervisors, which is composed of three supervisors and one chairman of the board of supervisors. The chairman of the board of supervisors shall be elected by more than half of all supervisors.
Article 3 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 is one third of all supervisors. 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 4 the supervisor of the company is a natural person and cannot serve as the supervisor of the company under any of the following circumstances:
(I) no or limited capacity for civil conduct;
(II) being sentenced to criminal punishment for corruption, bribery, misappropriation 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 for a crime, and the expiration of the execution period is less than 5 years;
(III) being a director, factory director or manager of a company or enterprise in bankruptcy liquidation and 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;
(IV) having served as the legal representative of a company or enterprise whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the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;
(V) a large amount of personal debt is not paid off when due;
(VI) being banned from entering the securities market by the CSRC before the expiration of the time limit;
(VII) other contents stipulated by laws, administrative regulations or departmental rules.
If a supervisor is elected or appointed in violation of the provisions of this article, the election, appointment or employment shall be invalid. In case of any circumstance under this article during the term of office, the supervisor shall be dismissed by the company.
Directors, general managers and other senior managers shall not concurrently serve as supervisors.
Article 5 supervisors shall abide by laws, administrative regulations and the articles of association, and bear the obligations of loyalty and diligence to the company. They shall not take advantage of their authority to accept bribes or other illegal income, and shall not misappropriate the company’s property. Article 6 The term of office of the supervisor shall be three years. Upon expiration of the term of office, the supervisor may be re elected.
Article 7 If a supervisor fails to be re elected in time at the expiration of his term of office, or if 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 the provisions of laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 8 the supervisor 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 9 supervisors may 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 10 supervisors shall not use their affiliated relationship to damage the interests of the company. If losses are caused to the company, they shall be liable for compensation.
Article 11 If a 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 12 the board of supervisors shall exercise the following functions and powers:
(I) review the company’s periodic reports prepared by the board of directors and put forward written review opinions; (II) check the financial affairs of the company;
(III) supervise the acts of directors and senior managers in performing their duties of the company, notify the board of directors or report to the general meeting of shareholders of the directors and senior managers who violate laws, administrative regulations, the articles of association or the resolutions of the general meeting of shareholders, put forward suggestions for removal, and directly report 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.
Article 13 the board of supervisors shall set up an office of the board of supervisors to handle the daily affairs of the board of supervisors.
The chairman of the board of supervisors also serves as the head of the office of the board of supervisors and keeps the seal of the board of supervisors. The chairman of the board of supervisors may designate the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Article 14 the meetings of the board of supervisors are divided into regular meetings and interim meetings.
The regular meeting of the board of supervisors shall be held every six months. In case of 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 resolutions that violate laws, regulations, rules, various 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) the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shenzhen Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 15 before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors shall solicit proposals from all supervisors and solicit opinions from all employees of the company for at least two days. When soliciting proposals and opinions, the office of the board of supervisors 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 16 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted to the chairman of the board of supervisors through the office of the board of supervisors or directly. 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.
Within three days after the office of the board of supervisors or the chairman of the board of supervisors receives the written proposal of the supervisor, the office of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors.
If the office of the board of supervisors delays in issuing the meeting notice, the proposing supervisor shall report to the regulatory department in time.
Article 17 when convening regular and interim meetings of the board of supervisors, the office of the board of supervisors 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.
If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. In case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice may be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 18 the written notice of the meeting shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(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), (II) and (VII) above, as well as the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
Article 19 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.
Article 20 the meeting of the board of supervisors shall be held on site.
In case of emergency, the meeting of the board of supervisors can vote by means of communication, but the convener of the board of supervisors (meeting host) shall explain the specific emergency to the supervisors attending the meeting. When voting by correspondence, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the office of the board of supervisors after signing for confirmation. Supervisors should not only state their voting opinions without expressing their written opinions or voting reasons.
Article 21 the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. If the relevant supervisors refuse to attend or delay in attending the meeting, resulting in failure to meet the minimum number of people required for the meeting, other supervisors shall report to the regulatory authorities in a timely manner.
The Secretary of the board of directors and the securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.
Article 22 the chairman of the meeting shall request the attending supervisors to express clear opinions on each proposal one by one. The chairman of the meeting shall, according to the proposal of the supervisor, require directors, senior managers, other employees of the company or business personnel of relevant intermediary institutions to attend the meeting to accept questions.
Article 23 the board of supervisors shall vote by one vote 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 they do not choose or choose more than two intentions at the same time, the chairman of the meeting shall require the supervisor to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained.
The resolution formed by the board of supervisors shall be approved by more than half of the supervisors.
Article 24 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 25 the office staff of the board of supervisors shall make records of the on-site meeting. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) a description of the procedures and convening of the meeting;
(VI) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VII) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VIII) other matters that the supervisors attending the meeting think should be recorded.
For the meeting of the board of supervisors held by means of communication, the office of the board of supervisors shall sort out the meeting minutes with reference to the above provisions.
Article 26 the supervisors and recorders attending the meeting shall sign the meeting minutes, meeting minutes and resolution records for confirmation. If the supervisor has different opinions on the meeting minutes, meeting minutes or resolution records, he may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement. If the supervisor fails to sign for confirmation in accordance with the provisions of the preceding paragraph, does not make a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes, meeting minutes and resolution records.
Article 27 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors. The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors.
Article 28 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes, meeting minutes, resolution records, resolution announcements, etc. signed and confirmed by the supervisors attending the meeting, shall be kept by the Secretary of the board of directors. The Secretary of the board of directors may entrust the office of the board of supervisors to keep it on his behalf.
The storage period of the meeting materials of the board of supervisors shall be more than 10 years.
Article 29 matters not covered in these Rules shall be implemented in accordance with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association, the rules of procedure of the board of directors and other relevant provisions.
Article 30 in these rules, “above” includes this number.
Article 31 these Rules shall be formulated by the board of supervisors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply when amending.
Article 32 these Rules shall be interpreted by the board of supervisors.
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) April 2022
