Quectel Wireless Solutions Co.Ltd(603236)
Rules of procedure of the board of supervisors
(revised in April 2022)
Article 1 in order to further standardize the discussion methods and voting procedures of the board of supervisors of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as “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, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China These rules are formulated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules of Shanghai Stock Exchange”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Quectel Wireless Solutions Co.Ltd(603236) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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 is 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 request the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Article 3 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 4 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. 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 5 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal signed by the proposing supervisor to the office of the board of supervisors or directly to the chairman of the board of supervisors. 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;
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 6 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 7 for the regular and interim meetings of the board of supervisors, the meeting notice shall be sent to all supervisors by personal delivery, e-mail, oral notice, telephone, letter or fax 10 and 3 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone, e-mail and other means, and corresponding records shall be made. If the situation is urgent and it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting.
Article 8 the written notice of the meeting shall at least include the following contents:
(I) time, place, duration and method of the meeting;
(II) reasons and topics (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) name and telephone number of permanent contact person for conference affairs;
(VII) date of notice.
The notice of oral meeting shall at least include the contents of items (I) and (II) above, as well as the statement that it is urgent to convene an interim meeting of the board of supervisors as soon as possible.
Article 9 in principle, the meeting of the board of supervisors shall be held on site. If necessary, it can also be held by video, telephone, fax or e-mail voting with the consent of the convener (host) and the proposer on the premise of ensuring the full expression of opinions of the supervisors.
Under special circumstances, the meeting of the board of supervisors may vote by means of communication. During communication voting, the supervisor shall send his written opinions and voting intention on the matters under consideration to the office of the board of supervisors by fax, e-mail or other means after signing for confirmation. Supervisors should not only express their written opinions without expressing their voting intention.
Article 10 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 11 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 12 the voting at the meeting of the board of supervisors shall be conducted by means of open ballot or show of hands. The voting intention of the board 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 agreed by more than half of all supervisors, and the resolution of the board of supervisors shall be signed and confirmed by the participating supervisors.
Article 13 the whole process of the meeting of the board of supervisors may be recorded as necessary.
Article 14 the office staff of the board of supervisors shall make records of the on-site meeting. The minutes of the meeting shall at least include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice and meeting agenda;
(III) convener and moderator of the meeting;
(IV) attendance at the meeting;
(V) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on the proposal;
(VI) voting method and voting result of each proposal (specify the specific number of approval, opposition and abstention votes); (VII) 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 15 the supervisors and recorder attending the meeting shall sign the meeting minutes for confirmation. If the supervisor has different opinions on the meeting minutes, 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 neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes 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. Article 16 the announcement of the resolution of the board of supervisors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the Listing Rules of the Shanghai Stock Exchange and the articles of association.
Article 17 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors.
Article 18 the meeting archives of the board of supervisors, including meeting notice and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting minutes signed and confirmed by the attending supervisors, resolution announcement, etc., shall be kept by a special person designated by the chairman of the board of supervisors. The retention period of the meeting materials of the board of supervisors is ten years.
Article 19 the office of the board of supervisors is a permanent institution of the company and shall be equipped with full-time personnel with strong professional level.
Article 20 the company shall provide the board of supervisors with necessary office conditions and business activity funds, which shall be disbursed in accordance with the relevant financial regulations of the company.
Article 21 these Rules shall come into force and come into force from the date of deliberation and adoption by the general meeting of shareholders.
Article 22 matters not covered in these Rules shall be implemented in accordance with relevant laws, administrative regulations, departmental rules and the articles of Association; In case of any conflict between these rules and the company law, securities law and other laws, regulations, other normative documents and the articles of association, the relevant laws, regulations, normative documents and the articles of association shall prevail. Under any of the following circumstances, the company shall amend these rules:
(I) after the amendment of the company law or relevant laws, regulations and other normative documents or the articles of association, the matters stipulated in these rules conflict with the provisions of the amended relevant laws, regulations and other normative documents or the articles of Association;
(II) the general meeting of shareholders decides to amend these rules.
Article 23 the amendment of these Rules shall be decided by the general meeting of shareholders, and the general meeting of shareholders shall authorize the board of supervisors to prepare the amendment draft, which shall take effect after being submitted to the general meeting of shareholders for approval.
These Rules shall be interpreted by the board of supervisors authorized by the general meeting of shareholders.
