Rules of procedure of the board of supervisors
Guangzhou, Guangdong
January 2002
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 Ligao Foods Co.Ltd(300973) (hereinafter referred to as “the company” or “the company”), promote the supervisors and the board of supervisors to effectively perform their supervisory 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”) The securities law of the people’s Republic of China, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and other laws, regulations, rules and normative documents, as well as the relevant provisions of the Ligao Foods Co.Ltd(300973) articles of Association (hereinafter referred to as the “articles of association”), These rules are formulated in combination with the actual situation of the company.
Article 2 the board of supervisors is established in accordance with the company law and the articles of association, is responsible to all shareholders, supervises the legality and compliance of the company’s finance and the performance of duties by the company’s directors, general manager and other senior managers, and protects the legitimate rights and interests of the company and shareholders.
Article 3 supervisors shall abide by laws, regulations and the articles of association and faithfully perform their supervisory duties.
The activities of supervisors exercising their supervisory power in accordance with relevant laws, regulations, rules, normative documents, the articles of association and these Rules shall be protected by law, and no unit or individual shall interfere.
Chapter II composition of the board of supervisors
Article 4 the company shall establish a board of supervisors according to law.
The board of supervisors is the supervisory body established by the company according to law, which is responsible for and reports to the general meeting of shareholders.
Article 5 the board of supervisors consists of three supervisors, including one employee representative supervisor and two shareholder representative supervisors. Supervisors shall have corresponding professional knowledge or work experience and have the ability to perform their duties effectively.
The employee representative supervisors in the board of supervisors shall be democratically elected by the company’s employee congress, employee congress or other forms.
Article 6 the board of supervisors shall have 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 7 the chairman of the board of supervisors shall be responsible for handling the daily affairs of the board of supervisors and keeping 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.
Chapter III convening and notification of meetings of the board of supervisors
Article 8 the meetings of the board of supervisors are divided into regular meetings and interim meetings. Regular meetings are held every 6 months. Article 9 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, normative documents, 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) the company, directors, supervisors and senior managers are punished by the securities regulatory authorities or publicly condemned by the Shenzhen Stock Exchange;
(VI) when required by the securities regulatory authority;
(VII) other circumstances stipulated by laws, regulations, rules, normative documents and the articles of association.
Article 10 before issuing the notice of convening the regular meeting of the board of supervisors, the chairman of the board of supervisors shall solicit proposals from all supervisors. When soliciting proposals and opinions, it shall explain that the board of supervisors focuses on the supervision of the company’s standardized operation and the job behavior of directors and senior managers, rather than the decision-making of the company’s operation and management.
Article 11 Where a supervisor proposes to convene an interim meeting of the board of supervisors, he shall submit a written proposal directly to the chairman of the board of supervisors. The written proposal shall specify the following matters:
(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.
The chairman of the board of supervisors shall issue a notice of convening an interim meeting of the board of supervisors within 3 days after receiving the written proposal of the supervisor.
Article 12 when convening regular and interim meetings of the board of supervisors, the chairman of the board of supervisors shall submit a written notice of the meeting to all supervisors by direct delivery, fax, e-mail, etc. 10 and 3 days in advance respectively. Non direct delivery shall be confirmed and recorded accordingly.
In case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice may be sent orally or by telephone, but the convener shall make an explanation at the meeting and make minutes.
If a person other than the chairman of the board of supervisors convenes a meeting of the board of supervisors, the reason why the chairman of the board of supervisors cannot convene and the basis for the convener shall be stated in the meeting notice.
Article 13 the written notice of the meeting of the board of supervisors shall at least include the following contents:
（1） The date, place and duration of the meeting;
（2） Causes and topics;
（3） The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
（4） The supervisor shall attend the meeting in person;
（5） The date on which the notice was given;
（6） Contact person and contact information;
（7） Other contents stipulated in the articles of association.
In case of emergency, an interim meeting of the board of supervisors shall be held by sending a meeting notice orally or by telephone. The oral meeting notice shall at least include the contents of item (I) and (II) above and the description of the urgent need to convene an interim meeting of the board of supervisors as soon as possible.
If the meeting of the board of supervisors cannot be held as scheduled for some reason, the consent of all supervisors shall be obtained for the rescheduling.
Chapter IV convening and voting of the meeting of the board of supervisors
Article 14 the meetings of the board of supervisors, especially the regular meetings of the board of supervisors, shall be held on site in principle. Under special or emergency circumstances, the meeting of the board of supervisors may vote by means of communication, but the convener (meeting host) of the board of supervisors shall explain the specific special or emergency circumstances to the attending supervisors. During communication voting, the supervisor shall fax his written opinions and voting intention on the matters under consideration to the chairman of the board of supervisors after signing for confirmation. Supervisors shall not only state their voting opinions without expressing their written opinions or voting reasons.
Article 15 the meeting of the board of supervisors shall be held only when more than half of all supervisors are present.
In principle, supervisors shall attend the meetings of the board of supervisors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other supervisors in writing to attend the meeting on his behalf.
The Secretary of the board of directors shall attend the meetings of the board of supervisors as nonvoting delegates.
Article 16 If a supervisor is unable to attend the meeting of the board of supervisors in person for two consecutive times or fails to entrust other supervisors to attend the meeting of the board of supervisors, 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 (staff congress) to remove him.
Article 17 the chairman of the meeting shall request the participating supervisors to express clear opinions on each proposal one by one. 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 intermediaries to attend the meeting to accept questions.
Article 18 supervisors have the right to propose proposals for the meeting of supervisors, but whether they are included in the agenda of the meeting of the board of supervisors shall be determined by the chairman of the board of supervisors; If the proposal put forward by the supervisor fails to be included in the agenda of the board of supervisors, it shall be explained to the proposing supervisor. If the proposing supervisor still insists on being included in the agenda, it shall be voted and determined by the board of supervisors by more than half of all supervisors.
The meeting of the board of supervisors must be conducted in accordance with the agenda listed in the written notice of convening the meeting; Issues off the agenda can be discussed, but no resolution can be made.
Article 19 the board of supervisors shall vote on all proposals listed on the agenda item by item, and shall not shelve or refuse to vote for any reason. If there are different proposals on the same matter, voting shall be conducted in the chronological order of the proposals to make a resolution on the matter.
Article 20 the voting at the meeting of the board of supervisors shall be one person, one vote, which may be in writing or by a show of hands.
The voting intentions of supervisors are divided into consent, objection and waiver. The 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 if the board of supervisors votes by filling in the voting votes, the convener of the board of supervisors shall be responsible for organizing the preparation of the voting votes of the board of supervisors. The voting vote shall at least include the following contents:
(I) session, time and place of the board of supervisors;
(II) name of supervisor;
(III) matters to be considered and voted on;
(IV) instructions on the way of voting for, against and abstention;
(V) other matters to be recorded.
The voting votes shall be distributed by the chairman of the board of supervisors to the supervisors attending the meeting before voting, and shall be recovered after voting.
Supervisors entrusted by other supervisors to vote on their behalf shall also hold one vote on behalf of the entrusted supervisor in addition to holding one vote on their own, and indicate “voting entrusted by XX supervisor” in the column of supervisor’s name on the vote.
In case of voting by fax, the supervisors participating in the voting shall fax the voting votes to the designated place and fax number before the deadline according to the requirements of the notice or the meeting host. The voting votes faxed beyond the time limit shall be invalid.
Article 22 a supervisor shall not accept the entrustment of more than two or more than one-third of the total number of supervisors at a meeting of the board of supervisors.
Article 23 the chairman of the board of supervisors shall be responsible for checking the votes of the board of supervisors; The chairman of the meeting shall decide whether the resolution of the board of supervisors is passed according to the voting results, and shall announce the voting results at the meeting. The voting result of the resolution shall be recorded in the minutes of the meeting.
Article 24 If the supervisors present at the meeting have any objection to the voting results of the meeting, they have the right to request the check of votes immediately after the chairman of the meeting announces the voting results, and the chairman of the meeting shall check the votes in time.
Article 25 when the company holds a meeting of the board of supervisors, it shall timely submit the resolution of the board of supervisors to Shenzhen stock exchange for filing after the meeting, and disclose the resolution of the board of supervisors. 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 26 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.
Chapter V minutes of the meeting of the board of supervisors
Article 27 the whole process of the meeting of the board of supervisors may be recorded.
Article 28 the chairman of the board of supervisors shall designate relevant personnel to make records of the on-site 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) description of meeting procedures and convening;
(VI) proposals considered at the meeting, key points and main opinions of each supervisor on relevant matters, and voting intention on proposals;
(VII) voting method and voting results of each proposal (specify the specific number of affirmative, negative and abstention votes); (VIII) other matters that the attending supervisors 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 sort out the meeting minutes with reference to the above provisions.
Article 29 the supervisors attending the meeting shall sign and confirm the resolutions and minutes of the meeting. If the supervisor has different opinions on the resolutions and minutes of the meeting, he may make a written explanation when signing.
If the supervisor fails to sign for confirmation in accordance with the provisions of the preceding paragraph, it shall be deemed that he fully agrees with the contents of the resolutions and minutes of the meeting. Article 30 supervisors shall be responsible for the resolutions of the board of supervisors. If the resolution of the board of supervisors violates laws, administrative regulations or the articles of association, resulting in serious losses to the company, the supervisors participating in the resolution shall be liable for compensation to the company; However, if it is proved that the supervisor has expressed objection during voting and recorded it in the meeting minutes, the supervisor may be exempted from liability.
Article 31 the meeting archives of the board of supervisors, including meeting notices and meeting materials, meeting attendance book, meeting recording materials, voting votes, meeting resolutions signed and confirmed by the attending supervisors, meeting minutes, etc., shall be kept by a special person designated by the chairman of the board of supervisors. The archives of the meetings of the board of supervisors shall be kept for ten years.
Chapter VI implementation of resolutions
Article 32 the chairman of the board of supervisors shall urge relevant personnel to implement the resolutions of the board of supervisors.
The chairman of the board of supervisors shall report the implementation of the formed resolutions at the subsequent meetings of the board of supervisors. Article 33 The expenses incurred by the supervisor in attending the meeting 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, the board and lodging expenses during the meeting, the rent of the meeting place and the local transportation expenses.
Chapter VII amendment of rules
Article 34 under any of the following circumstances, the board of supervisors shall amend these rules in time:
(I) after the modification of relevant national laws, regulations, rules or normative documents, or the formulation and promulgation of new laws, regulations, rules or normative documents, the matters specified in these rules conflict with the provisions of the above laws, regulations, rules or normative documents;
(II) after the amendment of the articles of association, the matters stipulated in these rules conflict with the provisions of the articles of Association;
(III) the general meeting of shareholders decides to amend these rules.
Chapter VIII supplementary provisions
Article 35 “above” and “within” mentioned in these rules include this number; “
