Vanfund Urban Investment&Development Co.Ltd(000638)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as the “company”) and ensure that the board of supervisors of the company exercises its functions and powers independently and normally according to law, these rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guidelines for the governance of listed companies and other relevant national laws and regulations, as well as the relevant provisions of the Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company has a board of supervisors to exercise its functions and powers within the scope of functions and powers conferred by the company law, the articles of association and the general meeting of shareholders.
Article 3 the board of supervisors of the company shall be responsible to the general meeting of shareholders, supervise the legality of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders. Chapter II matters considered at the meeting of the board of supervisors
Article 4 the company has a board of supervisors. The board of supervisors consists of 5 supervisors, including 2 employee representative supervisors. A chairman of the board of supervisors shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside 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.
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 employee representatives in the board of supervisors shall be democratically elected by the employees of the company through the employee congress and the employee congress.
Article 5 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 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) 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) if the company’s operation is found to be 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.
Chapter III convening of the meeting of the board of supervisors
Article 6 the board of supervisors shall hold a meeting at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.
Article 7 the notice of the meeting of the board of supervisors shall be notified to all supervisors in writing or by telephone, fax, e-mail, etc. two days before the meeting.
Article 8 the notice of the meeting of the board of supervisors shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 9 the board of supervisors may require the company’s directors, general manager and other senior managers, internal and external auditors to attend the meeting of the board of supervisors as nonvoting delegates and answer questions of concern.
Article 10 the meeting of the board of supervisors can be held only when more than half of the supervisors are present.
Article 11 under any of the following circumstances, the convener of the board of supervisors may convene an interim meeting of the board of supervisors when he deems it necessary or proposed by more than two-thirds of the supervisors:
(I) the company has suffered or is experiencing major asset loss, the shareholders’ rights and interests have been damaged, and the board of directors has not taken measures in time.
(II) the members of the board of directors or the management have committed violations of laws and disciplines, which seriously affect the interests of the company.
(III) conduct special research and demonstration on specific matters of the company or ask the board of directors and the management to provide relevant consulting opinions.
(IV) the board of supervisors considers it necessary to entrust accountants, auditors and law firms to put forward professional opinions on some major supervision matters.
(V) other circumstances where the board of supervisors deems it necessary to hold an interim meeting.
The temporary board of supervisors shall notify all supervisors of the place, time and topic of the meeting in writing or by telephone, fax, e-mail and other means two days before the meeting, and attach relevant materials of the meeting.
Article 12 the convener of the board of supervisors shall perform the following duties:
(I) convene and preside over the meeting of the board of supervisors and decide whether to hold an interim meeting of the board of supervisors;
(II) sign the resolutions and suggestions of the board of supervisors, check the implementation of the resolutions of the board of supervisors, and report the implementation of the resolutions to the board of supervisors.
(III) organize the formulation of the work plan of the board of supervisors and the implementation of the matters decided by the board of supervisors, and report to the general meeting of shareholders on behalf of the board of supervisors.
(IV) other rights stipulated in the articles of association.
Article 13 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend the meeting of the board of supervisors for some reason, he shall ask for leave from the convener of the board of supervisors in advance and put forward written opinions or voting. He may also entrust other supervisors to attend the meeting on his behalf in writing. The power of attorney shall specify the name, agency matters, authority and validity period of the agent, and shall be signed or sealed by the principal. The supervisors entrusted to attend the meeting of the board of supervisors shall be limited to those entrusted by one person, and the supervisors who attend the meeting on their behalf shall exercise the rights of supervisors within the scope of authorization and shall not exercise their voting rights beyond the scope of authorization. If a supervisor fails to attend the meeting of the board of supervisors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting. Article 14 If the supervisor fails to attend the meeting in person or entrust other supervisors to attend the meeting of the board of supervisors for two consecutive times, it shall be deemed that he is unable to perform his duties, and the board of supervisors shall recommend the general meeting of shareholders to replace him.
Article 15 on the premise that the supervisors can fully express their opinions, the interim meeting of the board of supervisors can adopt fax or communication and make resolutions, which shall be signed by the participating supervisors.
Chapter IV preparation and records of the meeting of the board of supervisors
Article 16 the meeting of the board of supervisors shall be organized and prepared by the convener of the board of supervisors or its authorized person.
The following preparations shall be made before the meeting of the board of supervisors:
(I) propose the draft agenda of the meeting;
(II) issue the meeting notice and deliver the topics submitted for discussion to all supervisors;
(III) arrange the agenda of the meeting;
(IV) organize meetings.
Article 17 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.
Article 18 the meeting of the board of supervisors shall have meeting minutes, which shall be true and complete and fully reflect the opinions of the participants on the matters under consideration. The meeting minutes shall be held by the person designated by the board of supervisors. The supervisors and recorder attending the meeting shall sign on the record. Supervisors present at the meeting shall have the right to require some explanatory records of their speeches on the minutes.
The records of the board of supervisors and the power of attorney to attend on behalf of the board of supervisors shall be kept by the Secretary of the board of directors as the company’s archives, and the general retention period is 10 years.
The minutes of the meeting of the board of supervisors shall include the following contents:
(I) the date and place of the meeting, the name of the convener, the name of the supervisor present, the name of the supervisor (agent) entrusted to attend the board of supervisors and the name of the non voting personnel;
(II) agenda of the meeting;
(III) key points of the supervisor’s speech;
(IV) voting method and result of each resolution (the voting result shall indicate the number of affirmative, negative or abstention votes).
Chapter V voting and resolutions of the board of supervisors
Article 19 the resolution of the board of supervisors shall be voted by open ballot. Each supervisor has one vote when voting. On the premise that supervisors can fully express their opinions, the meeting of the board of supervisors can be held by means of communication voting (including but not limited to telephone, video, fax, e-mail, etc.) and make resolutions, which shall be signed by the participating supervisors. Voting on general matters shall be valid only after being approved by more than half of the supervisors.
Voting on the following matters must be approved by more than 2 / 3 (including 2 / 3) of the supervisors before they are valid:
(I) propose to convene an extraordinary general meeting of shareholders;
(II) entrust accountants, auditors and law firms in the name of the company;
(III) organize investigation and consultation on specific matters.
Article 20 the contents of the resolutions formed by the board of supervisors shall comply with the provisions of laws, regulations and the articles of association. The supervisors attending the meeting shall faithfully perform their duties, ensure the authenticity, accuracy and integrity of the contents of the resolutions, and shall not use expressions that are easy to cause ambiguity.
Chapter VI implementation of resolutions of the board of supervisors
Article 21 the resolution of the board of supervisors shall be submitted to the general meeting of shareholders.
Article 22 the resolutions of the board of supervisors shall be implemented by the supervisors or supervised by the board of supervisors. The board of supervisors shall establish a record system for the implementation of resolutions of the board of supervisors. Each resolution of the board of supervisors shall be executed or supervised by a supervisor. The appointed supervisor shall record the implementation of the resolution and report the final implementation results to the board of supervisors.
Article 23 the Secretary of the board of directors shall be responsible for the information disclosure of the company. The board of supervisors shall strictly abide by the company law, securities law, listing rules of Shenzhen Stock Exchange and other relevant information disclosure regulations, rules and regulations, and supervise the timely, accurate, legal and complete information disclosure of the company.
Chapter VII supplementary provisions
Article 24 in case of matters not covered in these rules or conflict with the provisions of laws, administrative regulations and other relevant normative documents, the provisions of laws, administrative regulations and other relevant normative documents shall prevail.
Article 25 these Rules shall be formulated and revised by the board of supervisors and shall be implemented from the date of deliberation and adoption by the general meeting of shareholders of the company.
Article 26 the board of supervisors of the company shall be responsible for the interpretation of these rules.
Vanfund Urban Investment&Development Co.Ltd(000638) board of supervisors April 2002
