Leyard Optoelectronic Co.Ltd(300296)
Rules of procedure of the board of supervisors
Leyard Optoelectronic Co.Ltd(300296)
Rules of procedure of the board of supervisors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and voting procedures of the board of supervisors of the company, promote the supervisors and the board of supervisors to effectively perform their supervision duties and improve the corporate governance structure of the company, 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 governance standards of listed companies These rules of procedure are formulated in accordance with the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 supervisors shall have professional knowledge or work experience in law, accounting and other aspects. The member structure of the board of supervisors shall ensure that the board of supervisors can independently and effectively exercise the supervision and inspection of directors, general managers and other senior managers and the company’s finance.
Article 3 the board of supervisors shall earnestly perform the duties stipulated in relevant laws, regulations and the articles of association to ensure that the company complies with the laws, regulations and the articles of association.
Chapter II board of supervisors and its functions and powers
Article 4 the company has a board of supervisors, which is responsible to the general meeting of shareholders. The board of supervisors consists of three supervisors, and the board of supervisors has one chairman. The 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.
Article 5 the board of supervisors shall exercise the following functions and powers:
(I) it shall review the securities issuance documents and the company’s periodic reports prepared by the board of directors, put forward written review opinions, and sign written confirmation opinions in accordance with the provisions;
(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;
Convene and preside over the general meeting of shareholders when holding the responsibilities of the general meeting of shareholders;
(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 6 the board of supervisors shall report to the general meeting of shareholders the performance of supervisors and the results of performance evaluation, and disclose them. At the annual general meeting of shareholders, a special report on the supervision of the company in the past year shall be made to the meeting on the exercise of the functions and powers of the board of supervisors.
Chapter III supervisors
Article 7 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 8 if a supervisor of a company is a natural person, he cannot serve as a supervisor of the company under any of the following circumstances: (I) no civil capacity or limited civil capacity;
(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) if the company’s business license is revoked for more than 3 years, the person who has not served as the legal representative of the company shall be held liable from the date of revocation of the company’s business license;
(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) being publicly recognized by the stock exchange as unfit to serve as the supervisor of the company, and the term has not expired;
(VIII) other contents stipulated by laws, administrative regulations or departmental rules.
If a supervisor is elected in violation of the provisions of this article, the election 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 9 The term of office of the supervisor is 3 years. The supervisors held by shareholders shall be elected or replaced by the general meeting of shareholders, and the supervisors held by employees shall be democratically elected or replaced by the employees of the company. Supervisors can be re elected.
Article 10 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 laws, administrative regulations and the articles of association before the re elected supervisor takes office.
Article 11 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 12 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 13 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 14 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.
Chapter IV convening and convening of the meeting of the board of supervisors
Article 15 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 at least once every six months. The supervisor may propose to convene an interim meeting of the board of supervisors.
Article 16 the notice of the regular meeting of the board of supervisors shall be ten days before the meeting is held, and the written notice of the meeting shall be submitted to all supervisors by direct delivery, fax, e-mail or other means three days before the meeting is held.
The meeting notice includes the following contents: the date, place, duration, cause and topic of the meeting, and the date of issuing the notice.
Chapter V voting and resolutions of the board of supervisors
Article 17 the discussion method of the meeting of the board of supervisors is as follows: the meeting of the board of supervisors shall be held only when more than half of the supervisors are present. Each supervisor has one vote. A resolution made by the board of supervisors must be approved by more than half of all supervisors.
Article 18 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.
Article 19 the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign on the minutes. The supervisor has the right to require some explanatory record of his speech at the meeting on the record. As an important file of the company, the minutes of the meeting of the board of supervisors shall be kept by the Secretary of the board of directors for a period of ten years. Chapter VI supplementary provisions
Article 20 “more than” mentioned in these rules of procedure includes this number; “Over” and “below” do not include this number. Article 21 matters not covered in these rules of procedure shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between the provisions of this system and the provisions of relevant laws, regulations, normative documents and the articles of association, or with the mandatory provisions of future laws, regulations and normative documents, the provisions of laws, regulations, normative documents and the articles of association shall prevail.
Article 22 the board of supervisors shall be responsible for the interpretation of these rules of procedure.
Article 23 these rules of procedure shall come into force from the date of deliberation and adoption by the general meeting of shareholders.
Leyard Optoelectronic Co.Ltd(300296)
April 2022
