Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Rules of procedure of the board of supervisors
April, 2002
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 are formulated in accordance with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the articles of association of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the company has a board of supervisors, which shall be responsible to all shareholders, supervise the company’s finance and the legality and compliance of the company’s directors, managers and other senior managers in performing their duties, and safeguard the legitimate rights and interests of the company and shareholders.
Article 3 supervisors shall actively perform their supervisory duties in strict accordance with the relevant provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 4 the chairman of the board of supervisors may require the company’s securities affairs representative or other personnel to assist him in handling the daily affairs of the board of supervisors.
Chapter II composition of the board of supervisors
Article 5 the company establishes a board of supervisors according to law, which is composed of three supervisors, including one employee supervisor. Elect a chairman of the board of supervisors.
Article 6 the appointment and removal of the chairman of the board of supervisors shall be approved by more than half of all supervisors. The shareholder representative supervisor shall be elected and removed by the general meeting of shareholders, and the employee supervisor shall be democratically elected and removed by the employees of the company through the employee representative meeting, employee meeting or other forms. The term of office of the supervisor is three years, and the supervisor can be re elected.
In addition to complying with the relevant provisions of the company law, the candidates for supervisors of the company shall not have the following circumstances: (I) they are prohibited from entering the securities market by the CSRC before the expiration of the time limit;
(II) having been subject to administrative punishment by the CSRC in the past three years;
(III) having been publicly condemned by the Shanghai Stock Exchange or criticized twice or more in the last three years;
(IV) being publicly recognized by the stock exchange as unfit to serve as the supervisor of the company, and the term has not expired;
(V) other matters stipulated by laws, administrative regulations or departmental rules and Shanghai Stock Exchange.
The supervisor candidate shall report to the board of supervisors on whether the above circumstances exist within the first time he knows or should know that he is elected as a supervisor candidate.
If a supervisor candidate is under any of the circumstances listed in paragraph 1 of this article, the company shall not submit him as a supervisor candidate to the general meeting of shareholders for voting.
Article 7 the personnel and structure of the board of supervisors shall ensure that the board of supervisors can perform its duties independently and effectively. Supervisors shall have corresponding professional knowledge or work experience and have the ability to perform their duties effectively. Directors and senior managers of the company shall not concurrently serve as supervisors.
Chapter III functions and powers of the board of supervisors
Article 8 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 financial status of the company;
(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 according to law, and convene and preside over the general meeting of shareholders according to law when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders according to 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) other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association.
Article 9 the supervisors shall pay attention to the information disclosure of the company, supervise the behavior of the directors and senior managers of the company in performing their duties of information disclosure, and investigate and put forward handling suggestions if they find that there are violations of laws and regulations in the information disclosure.
Chapter IV convening and convening of meetings
Article 10 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 every six months. In case of any of the following circumstances, the board of supervisors shall convene an interim meeting within 10 days:
(I) when any supervisor proposes to hold a meeting;
(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 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 authorities or publicly condemned by the Shanghai Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated in the articles of association.
Article 11 before issuing the notice of convening the regular meeting of the board of supervisors, the board of supervisors shall solicit proposals from all supervisors. When soliciting proposals and opinions, 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 12 Where a supervisor proposes to convene an interim meeting of the board of supervisors, a written proposal signed by the proposing supervisor shall be submitted 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 meeting proposals;
(V) contact information and proposal date of the proposed supervisor.
Within three days after the chairman of the board of supervisors receives the written proposal of the supervisor, the chairman of the board of supervisors shall convene the interim meeting of the board of supervisors and issue a notice of convening the interim meeting of the board of supervisors.
Article 13 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, if the company has a vice chairman of the board of supervisors, the vice chairman of the board of supervisors shall convene and preside over the meeting; If there is no vice chairman or the vice chairman is unable to perform his duties 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 14 when convening regular and interim meetings of the board of supervisors, the board of supervisors shall notify all supervisors by hand, fax, e-mail or mail 10 and 2 days in advance.
If the supervisors attending the meeting have no objection or the situation is urgent, and it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the notice time limit of the interim Board of supervisors may not be subject to the above restrictions, but the convener shall make an explanation at the meeting.
Article 15 the notice of the meeting shall at least include the following contents:
(I) date, place and duration of the meeting;
(II) reasons and topics;
(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;
(VII) date of notice.
If it is urgent to convene an interim meeting of the board of supervisors as soon as possible, the reason shall be explained, and the meeting notice shall at least include the contents of items (I) and (II) above.
Article 16 the meeting of the board of supervisors shall be held on site. On the premise of ensuring that supervisors can fully express their opinions, the interim meeting of the board of supervisors can be held by means of communication 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.
Article 17 the board of supervisors may require the company’s directors, managers 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 18 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 shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 19 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.
Chapter V meeting resolutions and minutes
Article 20 the voting at the meeting of the board of supervisors shall be one person, one vote, by open ballot or show of hands. 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 resolution formed by the board of supervisors shall be approved by more than half of all supervisors.
Article 21 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 name, agency matters, authority and validity period of the representative, and shall be signed or sealed by the principal.
Article 22 the board of supervisors shall keep records of the decisions on the matters discussed at the meeting. The minutes of the meeting shall include the following contents:
(I) session, time, place and method of the meeting;
(II) issuance of meeting notice;
(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 chairman of the board of supervisors shall designate a special person to sort out the meeting minutes with reference to the above provisions.
Article 23 the supervisors 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 24 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 shares on the science and Innovation Board of Shanghai Stock Exchange.
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 announcement of the resolution of the board of supervisors are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Article 25 the announcement of the resolution of the board of supervisors shall include the following contents:
(I) the time, place and mode of the meeting, as well as an explanation of whether it complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association;
(II) the number and names of supervisors who entrust others to attend and be absent, the reasons for their absence and the names of entrusted supervisors; (III) the number of approval, opposition and abstention votes obtained for each proposal, as well as the reasons for the opposition or abstention of relevant supervisors;
(IV) the specific contents of the matters under consideration and the resolutions formed at the meeting.
Article 26 the supervisor shall urge relevant personnel to implement the resolutions of the board of supervisors. The retention period of the meeting materials of the board of supervisors is ten years.
Chapter VI supplementary provisions
Article 27 Unless otherwise specified, the terms used in these rules have the same meaning as those in the articles of association.
Article 28 in case of matters not covered in these rules or conflict with the provisions of laws, administrative regulations, other relevant normative documents or the articles of Association issued after the rules come into force, the provisions of laws, administrative regulations, other relevant normative documents or the articles of association shall prevail.
Article 29 in these rules, the terms “above”, “within” and “below” include this number; “Less than”, “other than”, “less than” and “more than” do not include this number.
Article 30 the board of supervisors shall be responsible for the interpretation of these rules.
Article 31 these rules are an annex to the articles of association and take effect from the date of deliberation and adoption by the general meeting of shareholders.
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. April 2022
