Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Rules of procedure of the board of supervisors
(revised in 2022)
Chapter I General Provisions
Article 1 in order to standardize the operation of the board of supervisors of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as the “company”) and ensure that the board of supervisors performs the duties entrusted by all shareholders 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”), relevant laws and regulations, normative documents and the Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall establish a board of supervisors according to law, which shall be responsible for and report 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, financial director, Secretary of the board of directors and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
Article 3 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 general manager shall, according to the requirements of the board of supervisors, report to the board of supervisors on the signing and implementation of major contracts, capital utilization, profits and losses of the company. The general manager must ensure the authenticity of the report.
Chapter II composition of the board of supervisors
Article 4 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.
Article 5 the board of supervisors consists of three supervisors, including two shareholder representative supervisors and one employee representative supervisor, one of whom serves as the chairman of the board of supervisors.
The appointment and removal of the chairman of the board of supervisors shall be approved by more than half of all supervisors.
Article 6 The term of office of the supervisor is three years. Supervisors held by shareholders’ representatives shall be elected and removed by the shareholders’ meeting; The supervisors held by the employee representatives shall be democratically elected and removed by the employees of the company through the employee congress, employee congress or other forms. Supervisors can be re elected.
Article 7 in addition to meeting the qualifications specified in the company law and the articles of association, supervisors shall also have professional knowledge and work experience in law, accounting and other aspects.
Directors and senior managers of the company shall not concurrently serve as supervisors.
Article 8 a supervisor may resign before the expiration of his term of office. When a supervisor resigns, he shall submit a written resignation report to the board of supervisors.
The provisions of the articles of association on the resignation of directors are applicable to supervisors, including (but not limited to) if the number of the board of supervisors of the company is lower than the minimum quorum due to the resignation of supervisors, the resignation report of the supervisor shall not take effect until the next supervisor fills the vacancy caused by his resignation. Before the newly elected supervisor takes office, the original supervisor shall still perform the duties of supervisor in accordance with laws, administrative regulations, normative documents and the articles of association. Chapter III responsibilities of the board of supervisors
Article 9 the board of supervisors shall 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;
(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) may attend the meeting of the board of directors as nonvoting delegates and raise questions or suggestions on the resolutions of the board of directors;
(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;
(x) other functions and powers specified in the articles of association or authorized by the general meeting of shareholders.
The company shall provide necessary organizational guarantee for the board of supervisors to perform its duties. All departments and staff of the company shall actively cooperate with the board of supervisors in carrying out their work and accept inquiries and investigations. At the same time, establish an information transmission mechanism for the board of supervisors to facilitate the board of supervisors to obtain financial and business information in a timely and comprehensive manner.
Article 10 the board of supervisors shall read out the special supervision report of the company in the past year at the annual meeting of shareholders, including:
(I) financial inspection of the company;
(II) the implementation of relevant laws, regulations, articles of association and resolutions of the general meeting of shareholders by the company’s directors, general manager, financial principal, Secretary of the board of directors and other senior managers;
(III) the evaluation of the board of supervisors on the integrity and diligence of the company’s directors, general manager, financial director, Secretary of the board of directors and other senior managers in performing their duties.
(IV) other major events that the board of supervisors believes should be reported to the general meeting of shareholders.
When the board of supervisors deems it necessary, it may give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
Article 11 the reasonable expenses incurred by the board of supervisors in employing lawyers, certified public accountants, practicing auditors and other professionals when exercising its functions and powers shall be borne by the company.
The expenses incurred by supervisors attending the meetings of the board of supervisors shall be paid by the company. These expenses include the transportation expenses from the supervisor’s location to the meeting place, as well as the accommodation expenses during the meeting.
Article 12 the chairman of the board of supervisors shall exercise the following functions and powers:
(I) convene and preside over the meetings of the board of supervisors;
(II) organize the performance of the duties of the board of supervisors;
(III) examine, approve and sign the report of the board of supervisors and other important documents;
(IV) report to the general meeting of shareholders on behalf of the board of supervisors;
(V) other duties that should be performed according to law or the articles of association.
If the chairman of the board of supervisors is unable to perform his functions and powers for some reason, he shall appoint a supervisor to perform his functions and powers on his behalf.
Article 13 when performing its supervisory duties, the board of supervisors shall perform its supervisory duties and report to the board of directors or the general meeting of shareholders, or directly to the CSRC and its dispatched offices Report to the stock exchange or other departments.
Article 14 supervisors shall abide by laws, regulations and the articles of association, and perform the obligations of integrity and diligence.
Chapter IV meeting system of the board of supervisors
Article 15 the resolution of the board of supervisors shall be signed and confirmed by the supervisors attending the meeting. The supervisor shall ensure that the contents of the resolution of the board of supervisors are true, accurate and complete without false records, misleading statements or major omissions.
Article 16 the meetings of the board of supervisors are divided into regular meetings and interim meetings according to the certainty of holding.
Article 17 regular meetings shall be held at least once every six months, including semi annual performance board meeting and annual performance board meeting.
The semi annual performance meeting of the board of supervisors shall be held within 60 days after the end of the first six months of each fiscal year of the company, mainly to listen to and review the semi annual report of the company and deal with other relevant matters.
The annual performance meeting of the board of supervisors shall be held within four months after the end of each fiscal year of the company, mainly listening to and deliberating the annual report of the company and dealing with other relevant matters.
If the meeting of the board of supervisors cannot be held as scheduled for some reason, a public announcement shall be made to explain the reasons.
Article 18 under any of the following circumstances, the chairman of the board of supervisors shall convene an interim meeting of the board of supervisors within 10 working days:
(I) proposed by any supervisor;
(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 of the company 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) when the company, directors, supervisors and senior managers are punished by the securities regulatory department or publicly condemned by the Shenzhen Stock Exchange;
(VI) when required by the securities regulatory department;
(VII) other circumstances stipulated in the articles of association.
Article 19 the meeting of the board of supervisors shall be held on site. If necessary, it can also be held by means of communication voting such as video, telephone, fax or e-mail voting. The meeting of the board of supervisors may also be held on site at the same time as other methods.
If the meeting is held by means of communication, the number of supervisors present at the meeting shall be calculated by video display, supervisors who express their opinions in the teleconference, effective voting votes such as fax or e-mail actually received within the specified time limit, or written confirmation letter submitted by supervisors who have participated in the meeting afterwards.
When voting by correspondence, the supervisors shall send their written opinions and voting intentions on the matters under consideration to the office of the board of supervisors by mail, fax or e-mail after signing for confirmation. Unless otherwise specified by the supervisor on the resolution, the signature of the supervisor on the resolution shall be deemed as the voting consent.
The meeting of the board of supervisors shall be held only when more than half of the supervisors are present.
The Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 20 the meeting of the board of supervisors shall not be held until more than half of the supervisors are present.
The meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend the meeting for some reason, he shall entrust other supervisors in writing to attend and exercise their functions and powers on his behalf. The power of attorney shall specify the agent’s name, agency matters, authority and validity period, and shall be signed or sealed by the principal.
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. The board of supervisors shall talk to him and remind him. If he still fails to correct, he may suggest the general meeting of shareholders or the staff congress to remove him.
Article 21 the board of supervisors shall put forward meeting proposals mainly based on the matters considered by the board of directors and the matters proposed by the supervisors.
Article 22 proposals of regular meetings. Before issuing the notice of convening the regular meeting of the board of supervisors, the office of the board of supervisors shall solicit meeting proposals from all supervisors and solicit opinions from the 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 23 proposal procedures of the interim meeting. If a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor through the office of the board of supervisors or directly to the chairman of the board of supervisors. The written proposal shall specify the following items:
(I) 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.
Article 24 the notice of the meeting of the board of supervisors includes the date, place and duration of the meeting, agenda, causes, topics and relevant materials, and the date of the notice.
The notice of the meeting of the board of supervisors shall be delivered by hand, fax, mail, e-mail, etc.
The notice of the regular meeting of the board of supervisors shall be sent to all supervisors in writing ten days before the meeting is held; When the board of supervisors holds an interim meeting, it shall be delivered to all supervisors in writing or in other ways specified in these rules five days before the meeting. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly. With the written consent of all supervisors, if the notice requirements for the interim meeting of the board of supervisors specified in the preceding paragraph are waived, the interim meeting of the board of supervisors may be held without prior notice.
The written meeting notice shall at least include the following contents:
(I) time and place of the meeting;
(II) matters to be considered (meeting proposal);
(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.
Article 25 the meeting of the board of supervisors shall be presided over by the chairman of the board of supervisors; If the chairman of the board of supervisors is unable to preside over the meeting 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. After the general election of the board of supervisors at the general meeting of shareholders, the supervisor who obtains the largest number of consent votes at the general meeting of shareholders (if there are more than one, one of them shall be elected) shall preside over the meeting and elect the chairman of the current board of supervisors.
Article 26 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.
When more than one third of the supervisors think that the information of a proposal is insufficient or the argument is unclear, they can jointly propose to postpone the proposal, and the chairman of the meeting shall adopt it.
After the attending supervisors reach an agreement on the agenda, the meeting will consider each proposal item by item under the chairmanship of the chairman.
Article 27 when considering relevant proposals and reports, the board of supervisors may require the company’s directors, general manager, financial principal, Secretary of the board of directors and 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.
The chairman of the meeting shall request the supervisors attending the meeting to express clear opinions on various proposals.
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 28 the voting of the meeting of the board of supervisors shall be carried out in the form of one person, one vote, open name and written form.
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 supervisor who attends the meeting on behalf of the client shall exercise his rights on behalf of the client within the scope of authorization.
If a supervisor fails to attend a 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.
