Guangzhou Zhiguang Electric Co.Ltd(002169) GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Rules of procedure of the board of supervisors
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions Chapter II supervisors three
Section I post holding management of supervisors three
Section II code of conduct of supervisors Chapter III board of supervisors five
Section I composition and powers of the board of supervisors five
Section II convening and notification of meetings of the board of supervisors six
Section III convening of the meeting of the board of supervisors eight
Section IV resolutions and minutes of the board of supervisors 9 Chapter IV Supplementary Provisions ten
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the board of supervisors, standardize the internal organization and operation procedures of the board of supervisors, and give full play to the supervision and management role of the board of supervisors, 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 (revised in 2019), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”, revised in 2022) These rules are formulated in accordance with the relevant provisions of the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation”, revised in 2022) and the Guangzhou Zhiguang Electric Co.Ltd(002169) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II supervisors
Section I post holding management of supervisors
Article 2 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) circumstances under which the company law stipulates that he shall not serve as a supervisor;
(II) the market entry prohibition measures taken by the CSRC not to serve as supervisors of listed companies have not expired;
(III) being publicly recognized by the stock exchange as unfit to serve as a supervisor of a listed company, and the term has not expired; (IV) other circumstances stipulated by laws and regulations and Shenzhen Stock Exchange.
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.
Article 3 supervisors shall be elected or replaced by the general meeting of shareholders, and may be removed by the general meeting of shareholders before the expiration of their term of office. The term of office of the supervisor is three years, and the supervisor can be re elected upon expiration of the term of office.
The term of office of the supervisor shall be calculated from the date of taking office to the expiration of the term of office of the current board of supervisors. If the supervisor is not re elected in time after the expiration of his term of office, the original supervisor shall still perform the duties of supervisor in accordance with laws, administrative regulations, departmental rules, the articles of association and these rules before the re elected supervisor takes office.
Article 4 directors and senior managers of the company and their spouses and immediate relatives shall not serve as supervisors of the company during the term of office of directors and senior managers of the company.
Article 5 when a supervisor of a company resigns, he shall submit a written resignation report.
Except for the following circumstances, the resignation of the supervisor shall take effect when the resignation report is delivered to the board of supervisors:
(I) the resignation of the supervisor causes the number of members of the board of supervisors to be lower than the minimum quorum;
(II) the resignation of the employee representative supervisor causes the number of employee representative supervisors to be less than one-third of the members of the board of supervisors;
In case of the above circumstances, the resignation report shall not take effect until the next supervisor fills the vacancy caused by his resignation; Before the resignation report takes effect, the supervisor who intends to resign shall continue to perform his duties in accordance with relevant laws and regulations, these rules, other provisions of Shenzhen Stock Exchange and the articles of association, except for the circumstances specified in Article 2 of these rules.
Article 6 if the supervisors of the company encounter the situations in items (I) and (II) of Article 2 of these rules during their term of office, the relevant supervisors shall immediately stop performing their duties and the company shall remove them according to the corresponding provisions. If a supervisor has any circumstance in Item (III) or (IV) of Article 2 of these rules during his term of office, the company shall remove him from his post within one month from the date of such fact. Unless otherwise stipulated by Shenzhen Stock Exchange.
Relevant supervisors should be dismissed but still not. If they participate in the meeting of the board of supervisors and vote, their vote is invalid. Section II code of conduct of supervisors
Article 7 the supervisor shall supervise the directors and senior managers of the company’s compliance with laws and regulations, guidelines for standardized operation, other provisions of Shenzhen Stock Exchange and the articles of association, as well as the performance of duties of the company. Directors and senior managers shall truthfully provide relevant information and materials to supervisors and shall not hinder supervisors from exercising their functions and powers.
Article 8 during the performance of supervisory duties, supervisors may propose to remove directors and senior managers who violate laws and regulations, guidelines for standardized operation, other provisions of Shenzhen Stock Exchange, articles of association or resolutions of the general meeting of shareholders.
Article 9 the supervisor shall supervise the implementation of the special committee of the board of directors and check whether the members of the special committee of the board of directors perform their duties in accordance with the rules of procedure of the special committee of the board of directors.
Article 10 when the supervisor finds that the company or its directors, supervisors, senior managers, shareholders and actual controllers are suspected of violating laws and regulations or other acts harmful to the interests of the company, he shall require the relevant parties to correct or stop immediately, and timely report to the board of directors or the board of supervisors for verification, and report to Shenzhen Stock Exchange when necessary.
Article 11 when the supervisor learns of the relevant circumstances in article 4.5.4 of the stock listing rules of Shenzhen Stock Exchange, the controlling shareholders, actual controllers and their affiliates of the company shall timely report to the board of directors or the board of supervisors of the company, and urge the company to perform the obligation of information disclosure in accordance with relevant provisions. If the company fails to fulfill the obligation of information disclosure in time, or the disclosure content is inconsistent with the actual situation, the relevant directors, supervisors and senior managers shall immediately report to Shenzhen Stock Exchange.
Supervisors shall exercise reasonable care within the scope of their duties and shall not claim exemption from liability simply because they are not familiar with the company’s business or do not understand relevant matters.
Chapter III board of supervisors
Section I composition and powers of the board of supervisors
Article 12 the company shall set up a board of supervisors according to law, which shall be responsible for the general meeting of shareholders.
Article 13 the board of supervisors is composed of three supervisors and has one chairman. The chairman of the board of supervisors shall be elected by more than half of all 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 one-third. 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.
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, he shall appoint a supervisor to preside over the meeting of the board of supervisors on his behalf; If the convener of the board of supervisors fails to perform his duties for no reason and fails to designate a specific person to perform his duties on his behalf, a supervisor jointly recommended by more than half of the supervisors may convene and preside over the meeting of the board of supervisors.
Article 14 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, stating whether the preparation and review procedures of the board of directors for the periodic reports comply with laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, and whether the contents of the reports can truly, accurately and completely reflect the actual situation of the company; (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) file a lawsuit against directors and senior managers in accordance with the relevant provisions 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 15 the board of supervisors of the company shall be responsible to all shareholders, supervise the legality and compliance of the company’s finance and the performance of duties by the company’s directors, President and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders.
Article 16 the personnel and structure of the board of supervisors shall ensure that the board of supervisors can independently and effectively exercise its duties of supervising and inspecting directors, senior managers and the company’s finance.
Article 17 the supervisor shall ensure that the information disclosed by the company is true, accurate and complete, and sign written opinions on the periodic report.
If the supervisors of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall vote against or abstain from voting when the board of supervisors deliberates and reviews the periodic report.
If the supervisor of the company cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or has objections, he shall express his opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the supervisor may directly apply for disclosure.
Section II convening and notification of the meeting of the board of supervisors
Article 18 the meeting of the board of supervisors shall be convened by the chairman of the board of supervisors; If the chairman of the board of supervisors fails to convene the meeting of the board of supervisors on schedule, it shall be deemed that the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, and the meeting of the board of supervisors shall be convened in accordance with Article 11 of these rules.
Article 19 the board of supervisors shall designate an appropriate person as the contact person of the board of supervisors (hereinafter referred to as the “contact person of the board of supervisors”), and the contact person of the board of supervisors does not have to be the supervisor of the company. The contact person of the board of supervisors shall fulfill the relevant matters that shall be in the charge of the contact person of the board of supervisors as stipulated in these rules. The board of supervisors may designate or change the contact person of the board of supervisors at any time.
Article 20 the board of supervisors shall hold two regular meetings every year, which shall be held within four months from the end of the previous fiscal year and two months from the end of the first half of the year, and shall notify all supervisors ten days before the meeting in accordance with the provisions of the articles of association.
Article 21 the supervisor may propose to convene an interim meeting of the board of supervisors. The supervisor who proposes to convene an interim meeting of the board of supervisors must submit it in writing to the chairman of the board of supervisors. The written proposal shall include the following contents:
(I) proposed reasons;
(II) meeting topics;
(III) proposed meeting time;
(IV) proposer and time of proposal;
(V) contact information.
The chairman of the board of supervisors shall convene an interim meeting of the board of supervisors within 10 days after receiving the written proposal. The chairman of the board of supervisors may also convene an interim meeting of the board of supervisors according to actual needs.
The interim Board of supervisors shall notify all supervisors in writing three days before the meeting is held.
Article 22 on the premise that supervisors can fully express their opinions, the meeting of the board of supervisors can be delivered by hand, e-mail, express mail or fax, and make resolutions (i.e. communication voting), which shall be signed by the supervisors attending the meeting.
If the board of supervisors makes a resolution in the way of the preceding paragraph, the time limit for prior notice specified in Article 20 or Article 21 of these rules may be exempted, but it shall ensure that the written proposal of the resolution is delivered to each supervisor by hand, e-mail, express mail or fax, and each supervisor shall sign the service receipt. The notice shall specify the way and time limit for the supervisor to sign his opinions. If the supervisor fails to express his opinions in the specified way beyond the time limit, he shall be deemed to have abstained. If the number of supervisors who sign and agree has reached the quorum to make a resolution and has been delivered to the company in the manner specified in the preceding paragraph, the proposal will become a valid resolution of the board of supervisors of the company.
Article 23 the topics of the meeting of the board of supervisors shall be decided by the chairman of the board of supervisors in accordance with laws, regulations and the articles of association. The topics of the interim Board of supervisors meeting shall be proposed by the proposer in a written proposal in accordance with laws and regulations and the articles of association. If the topic proposed by the proposer in the written proposal falls within the scope of functions and powers of the board of supervisors in accordance with laws and regulations and the articles of association, the chairman of the board of supervisors shall submit it to the interim meeting of the board of supervisors for deliberation as a meeting topic and shall not refuse it.
Article 24 the notice of the meeting of the board of supervisors (including regular meeting and temporary meeting, the same below) shall be delivered by hand, fax, e-mail, express mail or registered mail.
Article 25 the notice of the meeting of the board of supervisors shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(III) date of notice.
Article 26 the meeting of the board of supervisors shall be attended by the supervisor himself. If the supervisor is unable to attend for some reason, he may entrust other supervisors in writing to attend on his behalf.
The power of attorney shall specify the agent’s name, agency matters, scope of authorization and period of validity, and shall be valid only after being signed or sealed by the principal.
The supervisor who attends the meeting on his behalf shall exercise the powers of the supervisor within the scope of authorization. If a supervisor fails to attend the meeting of the board of supervisors or entrust other supervisors to attend, he shall be deemed to have waived his voting right at the meeting.
Article 27 the documents of the board of supervisors shall be prepared by the contact person of the board of supervisors. The documents of the board of supervisors shall be delivered to all supervisors before the meeting. Supervisors shall carefully read the meeting documents delivered by the board of supervisors, fully consider and prepare opinions on various proposals.
Article 28 the supervisors attending the meeting shall properly keep the meeting documents. Before the contents of relevant resolutions of the meeting are officially disclosed to the public, the supervisors and non voting personnel shall have the responsibility and obligation to keep the meeting documents and all contents considered at the meeting confidential.
Section III convening of the meeting of the board of supervisors
Article 29 the meeting of the board of supervisors can be held only when more than half of all supervisors are present. The voting of resolutions of the board of supervisors shall implement the one person one vote system.
Article 30 when the board of supervisors holds a meeting, the chairman of the board of supervisors or the chairman of the meeting shall announce the agenda of the meeting and preside over the proceedings according to the agenda of the meeting. The chairman of the board of supervisors or the chairman of the meeting have the right to decide the discussion time of each topic, whether to stop the discussion, whether to proceed to the next topic, etc. The chairman of the board of supervisors or the chairman of the meeting shall carefully preside over the meeting, fully listen to the opinions of the board of supervisors, control the process of the meeting, save time, and improve the efficiency of discussion and the scientificity of decision-making.
Article 31 according to the agenda of the meeting, the board of supervisors may convene other personnel related to the topics of the meeting to introduce relevant information or listen to relevant opinions. Non members of the board of supervisors who attend the meeting as nonvoting delegates shall not intervene in the proceedings of the supervisors and shall not affect the process of the meeting
